A New Day
by SummertimeSadness1
Summary: Lee Everett struggles with surviving the new world and keeping one little girl safe. His group is starved for help and broken beyond repair. With the long road ahead, there's trouble around every corner. He must choose who to trust, before there's no time left. LeexCarley Spoilers!
1. From Hell

**WARNING: This story WILL have spoilers for the game so if you don't want to know, CLICK AWAY.**

**DISCLAIMER: I claim no ownership over these characters, or anything involving Telltale, the Walking Dead, etc! This story might veer off slightly from the actual events in the game (y'all who've played episode three can guess...) But overall it will be on track. This will be a LeexCarley centered story. I've taken the liberty to expand and explore their relationship with what the game has given me.**

**FULL SUMMARY: Lee Everett struggles with surviving the new world and keeping one little girl safe. His group is starved for help and broken beyond repair. With the long road ahead, there's trouble around every corner. He must choose who to trust, before there's no time left.**

_Deep in the ocean_

_Dead and cast away_

_Where innocence is burned_

_In flames_

_A million miles from home_

_I'm walking ahead_

_I'm frozen to the bones_

_I am_

_A soldier on my own I don't know the way_

_I'm riding up the heights of shame_

Other than the muffled sound of footfalls, it was eerily quiet as the Macon survivors made their way back to the motor-inn. It was a silence that wasn't really silent at all because every one of their heads were whirring, thinking. The only thing that seemed to be on everyone's mind was the St. John dairy, a hell disguised as paradise: a savior turned Satan. They all wanted to believe, for once, some good luck had found them; but luck seemed to have a totally different meaning now. Escaping death by some sick cannibal trade, the survivors all hung their heads with their eyes downcast. It had been a close call, but for one, her life had been forever changed in that meat locker.

"_Damn_." Lee Everett, pre-apocalyptic history professor, exhaled heavily and gave his head a slight shake. Just running over the events in his mind made his skin crawl. Finding Mark legless and everyone else unknowingly helping themselves to a meal of him...except Clementine, he would hold onto that. Stopping her from eating made him feel accomplished that night. But still, his eyes burned with anger as he remembered pushing Larry's chest, trying to administer the help he needed. Even if he didn't deserve it, Lee tried his best to save the old, racist, asshole. Then it all went to hell. Kenny, the man whom Lee thought was his greatest ally, murdered Larry by throwing a salt lick on his skull to prevent him from possibly coming back as _one of them_. That single moment: everything became undone. Trust became doubt, and the only sound in the meat locker was the sound of Lilly's screams. Larry was the only person Lilly had left and with him gone, lights forever faded from her usual fiery eyes. Something was lost in her at that moment, she became a ghost of a woman.

Kenny no longer trusted him, there was an immovable obstacle between them now. Lee understood why he did it, he just couldn't understand how the already rocky tensions between the groups alphas could be eased. The meat locker was the pin in the grenade and all Lee could do now was shield himself from the explosion. He was never going to pick a side: Kenny or Lilly. Both leaders were good in their own right and had his back times before. Lee constantly found himself in the middle, but by trying to save Larry, he pretty much guessed which way he was tossed in Kenny's eyes.

_Damn._

How he was going to ease this over was lost to him. He keep telling them, over and over, that they're strongest together: one unified front...he seriously doubted that now. Cracks in trust had formed and now they had evolved into full formed wedges. Lee was the man picking up the pieces. Whatever happens between Kenny and Lilly, he only had one priority. And that priority was watching him worriedly now from her eight-year-old hazel eyes, as he walked alone at the head of the tired group. Clementine. She was not a child, having seen so much death and evil in her short life and seen to that. But she was pure, and truly saw what Lee, Kenny, and Lilly were going through. She cried in that meat locker, but Lee told her to be strong and all she could think about was how strong _he_ was. She would be strong like him, she promised herself constantly.

Clementine watched as a woman approached Lee: she was slightly shorter and much leaner with chocolate colored, elbow length hair and always welcoming green eyes. It was Carley. Clem liked that woman very much, she drew chalk pictures with her sometimes, as best they could on the bumpy concrete of the motor-inn. Carley slipped her an extra morsel of her own small food ration one night, Clem never forgot that. Carley and Katjaa were the most warm towards her, sometimes Lilly smiled but that was less often than Clem would have liked. Lilly was serious, something she admired, but also something she was afraid of. Being too serious is dangerous, Lee told her that once so long ago...

"Hey," Lee wasn't startled to hear Carley walk up alongside him, purple vest and all. She was a good friend to him, and the only person who knew about his past. The other had been Larry, Lee didn't have to worry about that now. He frowned.

"Hey." he replied evenly, both of their faces grim. Carley had showed up at the dairy at exactly the right time with Ben at her side. The woman was a good shot, _dangerously_ good. She had saved him from some extra trouble with Andrew St. John, before Lee took him down in a tumble to save Duck from further being a hostage. Lee felt that really, she was his only friend right now. But most importantly, he could trust her.

"Were...were they really eating people back there, the St. John's?" she asked, brow furrowed while her stomach threatened to pitch up the biscuit she had taken from the dairy earlier. Her and Ben had stayed at the motor-inn while the rest of the group went investigate. They were more lucky than they realized.

"Yeah...I should have known something was up."

"How the hell are you supposed to foresee something like that?" she exclaimed, amazed by how much responsibility this man was willing to take for something completely out of his hands. Lee's face tightened, "Things too good to be true, usually are. They had protection, food, a _life_. Or at least, that's what it seemed like. I shouldn't have let everyone stay-"

"What happened was out of your control, they were sick people, Lee. Nothing any of us could have done would've changed that. I'm just glad...well, Clementine...she didn't _see_ anything did she?" her concern for the little girl was evident in her voice now.

"She's not stupid, Carley." Lee lowered his voice, disgusted with the amount of danger Clem had been in. He remembered how Andrew had grabbed her hair, the urge to kill him was back with such a ferocity that he regretted leaving both brothers to the walkers. Danny was not worth the blood on his hands: neither had been. Their pain from being eaten alive would be their punishment. Somehow, that wasn't enough.

"Jesus." she breathed, wishing the St. John brothers had never stumbled around the motor-inn looking for gas.

"Yeah." Lee agreed with equal exhaustion. Suddenly, an outcry of pain could be heard and both Lee and Carley whirled around to see Kenny bent over, his hands on his knees. His wife, Katjaa, smoothed his back while his young son, Duck, looked scared. Kenny had been shot in the dairy take-down, trying to save his son, and it was catching up to him. Katjaa, being a vet, could patch him up back at the motor-inn but he was still in an extreme amount of pain. No matter what was going on between them, Lee still remembered the man who had saved him in that drugstore in downtown Macon, and owed him his concern.

"I'll, ah, talk to you later." he said to Carley who nodded knowingly before continuing on. Ben, the newest member of the group and really only seventeen years old, gave him a sheepish look as he passed. Lilly, who was holding her rifle, didn't seemed to notice him. Clem stood by, watching Kenny and turning to Lee as he passed her.

"I think he's really hurt." she observed, her eyebrows creased. A breeze rustled her dark, curly locks. Lee absentmindedly tightened her hat on her head gently, "Why don't you go ahead, I'll talk to him and make sure he's okay."

She nodded solemnly, "Okay." Lee made sure Clem was safe behind Lilly before turning back to Kenny. Seeing him approach, the man grimaced and straightened up. Somehow he didn't want Lee to see just how weak he was at the moment.

"Kat, Duck, I'm going to talk to Lee for a second." he dismissed his worried family with a slight wave of his hand. Katjaa gave Lee a small smile before taking Duck ahead, hand-in-hand. When they were alone, it was awkward to say the least.

"There's going to be fallout." Kenny looked warily up ahead before returning his gaze to Lee. He knew what was coming, the anger and distrust of the group was deepening. Lee scoffed, "For killing Lilly's dad, yea, I would imagine so." he didn't hide the anger in his voice. Kenny was a man that operated without thinking about all the possibilities.

"I did the right thing and you know it." Kenny snapped, glaring from underneath the visor of his ball-cap. Lee sighed, "You didn't know for sure that he was dead."

"I wasn't gonna take that risk. Dammit, Lee, I counted on you to have my back and you didn't!"

The silence between them then was alarming. Lee was a few inches taller, but Kenny seemed like a giant in his anger towards him. Betrayal was stitched across his face, and all Lee could think about was how they were supposed to move past this.

"You're no hero. You destroyed two lives in that meat-locker." he finally said. Wordlessly disgusted, Kenny brushed past him clenching his fists. Was anyone going to have the balls to do what was right? In his mind, he was the only one brave enough.

"Jesus, Kenny, you're not a bad man but come on...we can't make decisions like that without thinking about it's consequences."

He didn't show his reaction and continued on, leaving Lee to himself. Sighing again, he hung his head and thought, _"It's never going to be the same. Something's broken, and I can't fix this."_

He didn't need to look at Kenny's fleeting figure to understand how right he was.

_This deadly burst of snow_

_Is burning my hands_

_I'm frozen to the bones_

_A million miles from home _

_I'm walking away_

_I can't remind your eyes_

_Your face_

**This is only a teaser chapter, please, PLEASE review and let me know if I should continue! I promise the chapters will be longer. I know there isn't a lot of storys on this page, it saddens me :(**

**Song: Iron- Woodkid.**


	2. A Sleepless Night

_Meadowlark, fly way down_

_I hold a cornucopia and a golden crown_

_For you to wear upon your fleecy gown_

_Ah meadowlark, sing to me_

When they finally arrived back at the motor-inn, the sky had darkened and stars were beginning to poke through, twinkling like the smallest diamonds. There was a cool breeze, and Lee was thankful he had found Clem a hoodie in the abandoned station wagon the group had come across. It was almost as if luck was making up for what had happened at the dairy and Lee's spirits felt uplifted from the weight of the box of food he carried in his arms. The car, when they found it, looked to be recently used. Hell, the dash was still warm as Lee grabbed the keys. But whoever was driving it had vanished without a trace, and although it was extremely odd for a car filled with supplies to be left unattended, everyone had taken advantage of the situation.

Ben carried a box with medical things such as bandages and gauzes (Lee hoped they wouldn't use often), Kenny and Katjaa carried ones with canned goods (tired smiled on their faces), Carley carried one with other food items while her stomach growled, and Lee carried another. The only people who had objected to taking the supplies from the car had been Lilly and Clem. The former was at the head of the group, caring her rifle with her father's dried blood still staining her face and shirt. Clem walked closely beside Lee, holding her red, Brooklyn hoodie with a small frown on her face. Lee understood that she felt it was wrong to take it, but he had to remind her that in this world- they had no choice and they needed it to survive. Somehow, the rules had changed. What was right and wrong had also changed. She seemed mildly reassured, but Lee was guessing a nice meal would cheer her up.

Kenny seemed pleased that Lee had agreed with him on taking the supplies, but he doubted it really changed anything. It would be a long process before Lee earned his trust back. He was willing to take as long as it took; Kenny was a good man to have on your side.

"Finally." Ben sighed from behind, trying his best to not let how heavy the box weighed show on his face. The Travelier Motel took form: the multitude of rooms and their self-made protective wall brought a light smile to Lee's face. The wall had taken a long period of time to construct, he himself had spent a lot of time dragging unused mattresses and drawers to stack up. Wire they had found, wooden boards, all of which were accompanied by the low lying brick wall already there. Two large, fat dumpsters stood at the main entry and were a extremely heavy to move. It was a great place to keep out walkers, no wonder Lilly was so dead-set on staying. That was another spat between Kenny and her, while he wanted to leave the place in search of more food, she insisted on staying.

But Lee doubted Kenny would want to leave now as long as the station wagon supplies lasted.

"Too heavy?" Lee replied to Ben's muttered remark with a smirk.

The young man's face looked embarrassed again, "N-No, it's just...it's been a long day and I just really want to get to sleep."

"I guess you won't be taking first watch then." Lee reminded Ben of his intended shift on look-out at the top of Kenny's old R.V (the thing was more nostalgic than anything else and Lee didn't think he would get it running again) It was Lilly's way of him proving himself to the group and he certainly didn't want to anger her.

Ben's eyebrows shot up, "Oh, that's right. Sorry-I forgot."

Lee shook his head, "It's okay, I'll take your shift for you."

"No, I wouldn't let you do that."

"I don't think I'll be getting to sleep tonight anyway- might as well make use of it. Besides, you can always fill in for Kenny in the morning."

Caving, Ben looked at Lee with a grateful expression, "Thanks, man."

"No problem."

As Ben walked ahead, Clem looked up at Lee and her frown deepened.

"Nightmares?" she questioned, having listened carefully to what he had said about not being able to sleep that night. Lee didn't want to scare her, but found himself always being direct with her.

"Yeah, nightmares." he sighed, the group had finally reached the dumpster gates and Lee set his box down before going forward to open them. Clem had nightmares a lot too, last night she had been in her tree-house and walkers climbed in and got her. She shivered although she wasn't cold.

"I got it," Lee said as Lilly pushed the dumpster. Her expression was peeved as Lee took over, "I could have done that myself." she said with mild venom. The last thing she wanted was anyone taking pity on her.

"I know," Lee replied, stepping aside to let everyone in, "But I wanted to help." Lilly's gaze lingered on him for a moment before she brushed past.

"Lee, I got your box." Carley said a box under each arm. His brow furrowed, "You alright?"

She winked, "I'm stronger than I look."

Lee shook his head and laughed lightly as Clem passed through, "I bet you are."

He shifted the doors closed with a slight groan and wiped his hands on his pants. Already he heard escalated voices and he guessed Kenny and Lilly were at it again. The motor-inn's parking lot was small, and the R.V took up a lot of the space but an old sofa was there along with a crate where Clem and Duck drew pictures. The group had assembled by the sofa, and Lilly looked heated as she pointed down at the boxes. Lee rolled his eyes as he approached, locking eyes with Carley as she shook her head.

"I'm telling you, only one can per person." Lilly put a defiant hand on her slim hip and scowled at Kenny. The commercial fisherman crossed his arms, "Come _on_, Lilly, we're all starving here. There's some biscuits to go around-"

"And cookies!" Duck exclaimed, always so innocently optimistic (although his own father had told Lee that he was dumber than a sack of hammers)

"We ration everything we have, that much hasn't changed." her voice had no room for objection. Ben looked shy, as he always did when Lilly was around. Lee guessed the poor kid was scared of her, and it would be a lie if he said he wasn't scared of her sometimes. The woman had a fierce temper, and that seemed amplified now.

"A lot has changed, we just found four boxes full of food and after what's happened today, I say we deserve a little treat." Kenny put his hand on his son's shoulder. Lilly looked furious but her voice was low, "Don't you _dare_ act as if _you_ were put through hell today, after what you did to my dad."

Everyone gave both surprised and confused looks aside from Lee and Clem. She looked down at the pavement as she remembered the meat locker. Lee saw it was time for him to step in.

"What?" Carley asked.

"Ken?" Katjaa said. Kenny blew out a breath, she would never understand that what he did was to protect all of them.

"There's plenty of time to talk about that later," Lee said, practically stepping in between Lilly and Kenny. "The last thing anyone wants is to talk about the dairy. Let's just be able to enjoy the fact that we have food."

Kenny looked relieved as Lilly sighed deeply, running a hand through her thick, brown hair. "We're still not eating more than the rations, we have to extend this food as long as possible."

"Ahhhhh." Duck hunched his shoulders in disappointment, wanting that cookie very badly. Kenny was about to say something but Lee did first, "Lilly..." he trailed off, truly one box of cookies wasn't going to hurt and seeing the kids happy meant a lot. They stared each other down for awhile before she caved, "Fine. But just the one, I'll store the rest in 14C." she snapped, tossing Duck the box of cookies. 14C was one of the motel rooms nearest to the old icebox, it was oddly the least warm room and where they stored all of the food. Old, stained boxes littered around outside, along with other waste that got dumped in the woods every other day.

"Yay!" he exclaimed, jumping up and down while Katjaa laughed. Kenny seemed satisfied but there was both speculation and suspicion in the way he surveyed Lilly and Lee before he turned his attention back to his son.

"Lee, you're helping me." Lilly added, tugging on the cloth of his light jacket. Lee was happy to see Duck so animated, he ripped open the box while everyone gathered around. Clem looked slightly uplifted as Carley stood by her, waiting for Katjaa to give them their sugary treat. Ben was grinning hungrily.

"Ok, Duck, don't lose your head now." Kenny said with adoration for his son in his voice. They were all just as happy to be getting more food than usual. Lee showed a small smile before turning back to Lilly who frowned. They lifted a box each and walked over to 14C, out of earshot.

"Fucking unbelievable." Lilly muttered to herself, kicking the door open after she unlocked it with the small silver key in her pocket.

"It's just one box of cookies." Lee replied calmly. She scoffed as they both walked inside, near-empty boxes stacked in the corner.

"And then it'll turn into an extra can of beans, or another bottle of water. Before you know it, it'll be just like before: teetering on starvation because _some_ people can't control themselves. We have to ration ourselves, it isn't about eating when we want to; but when we have to." she was ranting to the only person who seemed to really listen without arguing. Lee was a good listener, she had always secretly liked that part of him.

There was no more laughter on his face, "I won't let it get that far."

"You?" she repeated, "That's funny, because it's always _me_ who has to speak up." she eyed him with judgment in her brown eyes.

Lee ignored her and set his box down next to hers, she stood with her arms crossed.

"Look," he began heavily, "I don't want to get in the middle of you and Kenny, but I do think that we should still have the rations. Just...fuck, it's a box of cookies for the kids- they should be happy tonight at least."

"Tonight," Lilly glared slightly, "Only tonight." she was looking at him as if expecting an objection.

"Hey," he raised his hands, "I'm not complaining. Tomorrow it's back to normal."

Her eyes softened suddenly, the same dull look as in the meat locker. Lee knew he did something wrong and backtracked quickly.

"Normal..."she trailed off in thought and said bitterly: "It'll never be fucking normal again."

"Lilly-"

"I don't need your sympathies." she snapped before leaving. Lee clenched his teeth, with refusing to talk about what had happened to her father, Lilly was a ticking time bomb and he knew it. There had to be the day when she would open up to him. Truthfully, he was the only person in the group who willingly spoke to her besides Clem. But Clem talked to everyone.

The normalcy of the motor-inn would indeed be interrupted by Larry and Mark's absence, but Lee certainly wouldn't miss the old man's glares and insults. Mark was a good man, a friend to Lee. Suddenly grief washed over him and he sat on the bed, rattling the boxes.

After a few moments with his head in his hands, the door creaked open.

"I brought you some cookies." It was Clem. Lee swallowed hard before raising his head to look at her, smile fading as she watched him with two chocolate chip cookies in her small hand. Crumbs littered the top of her little dress from her own.

"There's some left?" he tried to lighten the mood as she walked over, sitting down beside him.

"Yeah, but Duck ate four. They're really good." she said, handing him his. Lee didn't feel like eating anything at the moment, it felt odd in his hand.

"How many did you have?" he asked. A glint appeared in her eye, the same innocent look that she used on him when he asked if she had licked the salt lick back at the dairy.

"Two."

"Clem..."

She sighed and reached into the small fold of her pocket, bringing out two cookies, "Four."

"Clem!" his eyebrows raised and he chuckled.

"I'll put them back, I was just hungry." she felt guilty for sneaking them, although she thought Katjaa had seen her. Lee shook his head, "Nah, you deserve them and god knows how long it'll be until we see anymore. Here-" he held out his own supply, "You can have mine too."

Her eyes went as wide as the cookies themselves, "Really?"

"Yeah, go ahead."

Giving it a second thought, she bit her lip. "No, I want you to have them."

"Why?"

"You deserve them too."

She smiled at him and he felt his affection for this little girl grow. Clem felt like family. She _was _family, in every idea of the word. "Thanks, I guess."

"Yep...were you and Lilly arguing?" the direct change of topic caught him off-guard as he popped a cookie into his mouth. He swallowed to buy him some time.

"No, did it seem like it?"

"I don't know, it's just...she argues a lot. I wish she didn't."

Lee made his tone more optimistic than he felt, "Maybe she needs a cookie."

Clem smiled but didn't falter, "I think she's really sad."

Knowing he couldn't fool her, Lee found himself being honest again. There was little he could hide from Clem, she was so watchful.

"She is, and will be for a long time. But it's important we help her, understand?"

"Yes. I might draw her a picture, and maybe ask her to play with me one day. Is that helping?"

Lee was at a loss for words momentarily, being so touched. "That's a great way to start, she'll appreciate that."

He was sure Lilly would.

_Hummingbird, just let me die_

_Inside the broken holes of your olive eyes_

_I do believe you gave it your best try_

_Ah hummingbird, sing to me_

After the cookie munching was finished with and Duck was dying down from his sugar high, the motor-inn survivors started the nightly routine of going to bed. Ben, being new, was roughly handed a ratty blanket by Lilly and assigned the room closet to 14C (to which Lilly kept a key and locked it at all times) Her room was the next one over, the only one with the window cracked open so she could hear clearly what was going on outside at all times. Up the surprisingly sturdy iron staircase was Kenny and his family, then it would be Mark's, and then Larry's. The vacant rooms would remain vacant, no one planned to set foot in them.

Across the lot was Lee and Clem's room (the only one with two single beds), and upstairs was Carley's. Each room was basically the same: a bed (they had their own blankets), a dirty bathroom (the toilets were the ones one would expect camping, the doors were usually always closed) a cheesy piece of artwork on the wall, a desk, and a closet in which they all stored their meager number of clothes. In Lee's room, the desk was entirely devoted to Clem and her drawings, old pieces of crayon and caulk that she had found. Mostly she drew on the motels stationary. Lee was a basic guy, but he kept the picture of his family he had gotten from the drugstore underneath his pillow.

When Lee got Clem settled in their room, he grabbed his flashlight and headed for the door.

"Where are you going?" she asked in a whisper, the room in darkness.

"I'm taking Ben's shift on watch." he reminded her gently.

"Oh...Lee?"

"Yeah?"

"I-I don't like being alone in the dark."

He felt a wave of guilt and thought of someone who would make her feel safe.. "I'll ask Carley to stay with you for awhile, okay?"

"...okay. Don't say I'm afraid though."

"Aren't you?" he smiled.

"No," her little voice hesitant, "...kinda."

"I'll be right back, Clem."

"Okay."

The trip to Carley's room was quick, she opened the door before he could knock. Not surprisingly, she was dressed as usual in her purple vest. They didn't have the luxury of having night clothes, although Lee slept in his jeans and a black t-shirt.

"I thought I heard you thumping up the stairs." she teased lightly.

"How did you know it was me?" he replied with a playful raise of his eyebrow.

"Wishful thinking I guess." she returned and stared calmly with a smirk. Suddenly not knowing where to look, Lee cleared his throat. "Uh, can I ask you a favor?"

She didn't even blink, "Shoot."

"Can you stay with Clem while I'm on watch? She doesn't like being alone in the dark."

"Of course, who isn't scared of the dark now?" she agreed, stepping outside and closing her door gently. Lee would admit, he felt on edge when the flashlight went out. They stopped outside of the door, she turned to look at him with her hand on the doorknob.

"Thanks for doing this."

Her expression was warm, "No problem...Lee?"

"Yeah?" his stomach gave a nervous lurch as she leaned forward slightly.

"I know you're taking over for Ben tonight. It was pretty stupid to assign the new kid, but anyways, that was kind of you."

Something told him she wanted to say something else. Carley was a bit different lately...more, _attentive_ towards him and Clem. Lee would be lying if he said he didn't like it.

"I wouldn't be able to get to sleep tonight." he admitted, rubbing the back of his head.

"The dairy?" she asked quietly. He nodded after a moment, something about Carley made it easier to speak his mind. Maybe it was the secret they shared, or how naturally they got along...Lee felt that he could trust her more and more each day. Suddenly he felt like telling her everything: about how frustrated he was with Lilly and Kenny, choosing to save Larry, sparing the St. John brothers...everything. Lee wanted to tell her everything and he knew she would listen.

But instead he remained silent.

"I don't think anyone will be getting any sleep tonight." she said after awhile of waiting. Although she was spared from seeing the horrors of the dairy for herself, Carley was told the basics. Kenny being involved in Larry's death...it was something she wanted to ask about but she guessed that night wasn't the time.

"Thanks...again." Lee said, his voice a deep rumble. She touched his arm in a sympathetic way before cracking open the door.

"Anytime." she replied quietly.

They exchanged a small smile before he walked away towards the R.V, where he would spend the remainder of the night. Come five o'clock, Kenny would take the watch until ten...so on and so forth. Carley watched him as he flicked the flashlight on and walked towards the R.V

She felt confused: not about Lee, but about how she felt. He was a convicted killer, but somehow that didn't really seem to matter. He showed nothing but how good of a man he was, and how trustworthy he could be. Carley didn't feel like she should be wary of him...in fact, she felt _comfortable _around him. It was something she thought about more often now, clouding her thoughts throughout the day. It wasn't like she was busy, and thinking about how she felt concerning Lee Everett preoccupied her greatly.

And she wasn't even close to puzzling it all out.

_Don't believe a word that I haven't heard_

_Little children laughin' at the boys and girls_

_The meadowlark singin' to you each and every day_

_The arc light on the hillside and the market in the hay_

* * *

** Thanks for reading! I hope I've inspired other authors to start their own fic, possibly. CarLee, I love that ship name.** **The songs I choose to go with each chapter are open to interpretation, so take your pick at what it could mean. ; )**

**Again: please leave a review about your thoughts on this chapter, the story, or the game in general! And about the events of episode three, let me just say now that THAT (hint hint to the players) will not be happening in this story. **


	3. Night To Day

_Strayed above the highway aisle_

_Jagged, vacant, thick without us_

_I could see for miles, miles, miles_

Lee always could appreciate the dawn.

Even if the world was a mess, and there was death everywhere- he still was rendered speechless by the beauty of the rising sun. He watched from atop the R.V, in an uncomfortable lawn chair with a rifle in his lap. Like always, it had been a boring night on watch but he wasn't complaining about that. His eyes pained from being open so long, his bones ached with the need for sleep. It was a quiet morning, there was no breeze and the dying leaves of the trees were still. But it was cold, as if nature was settling itself down for the winter that approached. The sky was rippled in dark shades of pinks and oranges, lighting the dark. On the horizon, far-off and above the treetops, Lee could make out a blinding bulge. The stars were beginning to fade, it was the perfect shift from night to day.

Oddly enough, it relaxed him and he stretched out with a yawn. His cracked his knuckles, Kenny would be up in another hour or so for his shift. But until then, all Lee could do was sit and ignore the pains of hunger stabbing at his stomach. Remembering the cookies Clem had given him, he fumbled around in his pocket and brought out a slightly crushed, crumbling mess. It was better than nothing, and he stuffed it in his mouth without a second thought. Breakfast would be seven o'clock as usual: Lilly would use their paper plates and serve the rations with food from 14C. He was looking forward to a spoonful of cold beans, a slice of un-buttered bread and maybe even another cookie if there was any left. It was almost like nothing had ever happened at all, but he knew the group had shifted underneath the surface and he frowned at the thought.

"Rough night?"

Startled, Lee turned in his chair to see Lilly looking up at him. Her hair was back in a severe pony-tail, she wore the same clothes from yesterday. The only difference was she wore a black long-sleeve underneath her jacket, and her face was scrubbed raw. He could only imagine the night she had. Even though she didn't want it, he couldn't help but feel pity for this woman.

"Quiet, nothing to report." he replied, clearing his throat from sleep. She nodded mindlessly and stood rather awkwardly.

"Good. Wouldn't want anymore surprises."

"Ain't that the truth."

Lee felt like making conversation was hard for her, but he knew that he was the only person she could really have a conversation with. After a few moments of tense silence, she visibly sighed and tightened her ponytail. He was about to take another stab at talking when she spoke: "I should do inventory of the food, so I can know the numbers incase someone gets greedy."

She would busy herself with work, that much he could guess. Lilly wasn't a woman to just sit around and sulk, Lee admired her strength.

"That sounds like a good idea, did you want any help?" he asked, trying to be as helpful as possible. She scoffed and showed the smallest of smiles as she looked up at him, "No, I got it. You're most useful up there."

"Is that a compliment or an insult?" Lee said with a smirk and light-hearted curiosity in his tone. She smirked back, masking the sadness in her eyes so good that he almost lost sight of it.

"Take your pick." with that she turned her back and departed just as Ben emerged in his doorway, looking very disheveled indeed. His blond, shaggy, straw-like hair was in every direction and the material of his letterman jacket was wrinkled. Lee noticed that the boy must have tossed and turned in the night. He wouldn't blame him, and was thankful to have been on watch. Lilly eyed the newcomer intensely with some irritation. Instantly, a flush crept up his neck and he smiled nervously.

"Lee?" she called back to him, her expression now dull with traces of her famous venom. He nodded in acknowledgment.

"If you see any strangers, shoot them."

He couldn't find words to reply, part of him thought she was joking but he knew she wasn't. Ben looked like he had just witnessed a murder as Lilly brushed by him, unlocking the 14C and shutting the door with more force than required.

"Dude." Ben breathed, his voice squeaking, fright lacing his normally erratic tone. Lee sighed, Lilly surely wasn't serious and only meant to disturb the boy. He was sure that Lilly blamed Ben for some unknown reason as to why they had ended up at the dairy. Right now she would blame anybody.

"Don't worry, no one's going to shoot you." Lee said calmly, brow creased at the thought. Ben almost shivered as he made his way closer to the R.V.

"Yeah but...I know she doesn't like me, being new and all. In her mind I'm probably just some nuisance." he seemed sad over that, the bright blues of his eyes suddenly taking on the color of hard, river rocks.

"It'll take some getting used to, but she'll warm up eventually." Lee assured him even though he was doubtful.

"Has she never warmed up to anyone?" he looked defeated and shrugged his shoulders in exasperation.

_Her father is the only person really,_ Lee thought truthfully.

"Lilly's just wary of new people." he replied instead, thinking briefly back to the drugstore and how he had threatened to kick Larry's ass if he touched Duck.

"Yeah, no kidding." Ben murmured, still having a fearful look in his eyes.

"Look, Ben, mind taking the rest of my shift? It's not going to be very long until Kenny takes over and I'm pretty tired."

Shaken out of his stupor, the youngster nodded vigorously. "Sure thing, it's the least I can do since this is supposed to be my shift or whatever."

Lee's knees cracked as he rose, his bones creaked in his thirty-seven year-old body.

"I might as well tell you how this goes." he began as he set the rifle down on the R.V and started down the small ladder.

"Call bloody murder if I see any of those... things?" Ben guessed, scratching the back of his hand. Lee landed with a thud and massaged the small of his back with one hand. Already he had a bad feeling.

"Well we call those _things_ walkers and Ben, please tell me you know how to use a gun."

"Uh..." after a few moments of silence, he raised his shoulders and gave a nervous chuckle. Lee almost rolled his eyes. Lilly would have to get him on the training schedule she had everyone starting, except Clem and Duck of course.

"I guess it's a good thing I took your shift. Look, just call out if you see anything weird."

"I just aim and pull the trigger, right? My dad used to hunt game, he taught me a few things...but that was when I was twelve." he admitted sheepishly. Lee forced himself not to look annoyed.

"We'll get you to learn properly. There's gonna be a time when you're gonna have to use it. Learning how to use a gun is the most important asset you can have now."

"I know...I'm sorry."

"Ain't nothing to be sorry about, you'll learn soon enough."

"Okay, call out if I see any walkers...got it. But, Lee?"

"Yeah?" he sighed, overly exhausted of his energy and patience. Ben studied the ground before meeting his gaze, eyes shifting to 14C momentarily.

"What if I see any strangers?" his voice was barely above a whisper and Lee had to lean in to hear. The kid really _was_ afraid of Lilly.

"Don't shoot," he said obviously, "They're not all homicidal cannibals."

Ben's face paled but he nodded stiffly. Thinking the boy was as unstable as a match at a gas-station, he heavily put his hand on his shoulder. Immediately it weighed him down and Lee corrected himself awkwardly.

"Relax. We're safe here." Lee was only half-confident. Ben looked slightly uplifted before climbing up the ladder.

Lee was even more tired than he had been before as he made his way to his room. Carley must have spent the night since he hadn't seen any movement during his watch. He only wished he had been there to make Clem feel safe, knowing the little girl was scared made him feel guilty. But he was sure Carley had made her feel at ease. Knowing the woman made him sure of that. As quietly as he could, Lee opened the door to reveal the dark room. Light barely came in through the blinds in dim shafts. Clem looked at piece, clutching her small purple blanket around her. Her trademark cap was by her side, the curls of her dark hair gave her a wild look. Lee smiled to himself at how peaceful she seemed before he saw Carley. She was awkwardly curled up in an armchair she had dragged by Clem's bed. Although she was small, her legs barely fit into the chair and her arms were tucked in front of her. Soft snores echoed in the room and Lee made note to tease her about it later.

His bed was untouched, and he frowned. Carley should have slepton his bed, it would have been a lot more comfortable...he would've taken the chair even though he was twice her size. Closing the door behind him, Lee shrugged out of his jacket and hung it on the back of the desk chair. He took off his boots as silently as possible and decided not to wake Carley up. Stifling a yawn, he slid onto his lumpy mattress that was just as comfy as a bed made of clouds. Sleep came to him easily and he was grateful.

* * *

She stirred not too long after that. Her legs were asleep and the dead weight of them was numbing. Blinking hard, she looked over at Clementine and felt her face soften. She had said little to her last night, but Carley knew that she drew comfort from her being there. It was satisfying to know she had kept the nightmares away. Her own dreams had been empty, thankfully.

Carley shifted in her chair and stretched, turning her head to see Lee sound asleep. The man was completely dead to the world, she watched the rise and fall of his muscled chest for a few moments. She guessed he had an uneventful watch and smiled to herself. In a weird way, Lee was just as innocent looking as Clementine was now. Carley found amusement in that and her eyes softened as she looked at him now as well. She was unsteady on her feet as she rose from the chair, the pin-pricks in her legs almost caused her to topple over.

_I should go before either one of them wakes up..._but she was reluctant to leave because she found herself being immensely comfortable now. Not knowing why she did it, Carley took the blanket that fell down to his waist and lightly brought it up to his hands that were resting on his chest. It was an action that was completely instinctual and almost rendered her without a thought because the last thing she should be worrying about was if Lee Everett was cold. Frowning, her gaze lingered on his face before she turned for the door.

When she closed the door softly behind her, Clem didn't bother hiding the smile that danced across her face.

_I knew I was not magnificent_

_High above the highway aisle_

_I could see for miles, miles, miles_

**Song: Holocene- Bon Iver**

**Thank-you all so much for the support and interest this story has gotten so far! Please leave more reviews for me to get inspiration from!** **Writing these characters come so naturally to me, I guess it's because I'm so invested and in love with them all. Did you like that little CarLee at the end? It was sweet to write : )**


	4. Hard Choices

_It takes a thousand miles to reach the stars tonight_

_And you will find your dreams they come alive_

_It takes a thousand miles to save one life tonight_

_And you will find your dreams they come alive_

The shot echoed throughout the valley, but the only sound that wanted to be heard at the moment was a sharp _ping_ of bullet hitting metal.

"Dammit, I said aim higher!" Lilly's voice was harsh and out of patience as she attempted to instruct Ben how to shoot a rifle properly. The young man's hands were shaking like a scared dog with his tail between his legs. It had been a good solid hour now and little progress had been made. Ben missed every shot, but nicked the empty soup can once. He was about fifteen feet away from his target and every foot counted. The valley was a good place for polishing their shooting skills: it was a twenty-five minute walk through one of the forest paths that leaded eventually to a serene waterfall. The survivors got their water from said waterfall, every other day bringing four buckets full back to the motor-inn where it was boiled on a fire and cooled before drinking. Now Lilly, Ben, and Lee stood atop a cliff overlooking the massive valley with a single soup can on a far-off stump that was glinting in the brilliant sunlight. The pounding of the waterfall was oddly comforting.

Lee had his axe in hand and scanned the forest again like he always did when Ben fired a shot. The echo of it would be hard for any walkers to detect but he was still cautious. Earlier that morning when Lee was asleep, Ben had mentioned to Kenny that he didn't know how to shoot very well and the man nearly ripped his head off before Lilly intervened. She had been angry, according to Carley (who told Lee when he was eating his rationed breakfast) and demanded Ben learn right away. Lee wasn't surprised that Lilly had specifically told him he would be accompanying them that day. It was evident to the group that he was quickly becoming someone she looked toward for help. He was fine with that, glad she was speaking and not enclosing herself in an angry shell but he didn't miss the scowl on Kenny's face when they departed.

Lee was only so happy he could help make things easier for Lilly and was glad to be there with Ben to provide some reassurance. Lilly's critiques were not slow in coming and Ben was getting worse with each pull of the trigger.

"I'm trying!" he now protested, a fine sheen of sweat on his pale face.

"Not hard enough," Lilly pointed out, raising her finger towards the target, "If you can't shoot something that isn't moving, how the _hell_ do you expect to protect yourself, and this group, from walkers?!"

"I-I" Ben stuttered weakly.

Lee brought his gaze towards them, noting no sign that they had brought any attention to themselves.

"Maybe we should head back, try another time." Lee suggested, thinking painfully of the bullets Ben was wasting. If he was hopeless with a rifle, perhaps Lee could teach him to throw knives (a trait throwing darts in his college days had given him) or even give him his axe although he was particularly fond.

"We're not leaving until Ben makes the shot." Lilly insisted, leaving no room for objection. Anyone else would back down, but Lee would not.

"The kid has had enough for one day. It's his first time, you can't expect for him to be perfect." Lee replied evenly, Ben looked back and forth to each of their faces like he was watching an intense tennis match.

"If he doesn't do this, he's proving to me how worthless he is to the group and _maybe _we won't have much use for him any longer."

Lee was genuinely surprised that she would even say such a thing, it was evident in the way his dark eyebrows pitched upwards. If Ben was scared before, he was terrified now. The thought of being thrown out on his own was the most horrifying thing and he could barely process what he was saying.

"Lilly." Lee breathed, shocked.

"I-I'll do it, I promise! Give me a chance!" Ben exclaimed, causing both Lee and Lilly to take a step back as he raised his gun. The amount of concentration on his face was astounding. For once the panic in his eyes subsided as he narrowed his eyes and lined up the rifle.

"Wait," Lilly broke his focus, a sudden idea hitting her like an ocean wave. Before they could question what she was doing, Lilly snatched up the soup can and took ten paces backwards. Finally she placed the can delicately on the top of her head. Ben gasped and Lee walked forward, "No, Lilly, don't even think about it." he said lowly. With Ben's aim, he was sure to shoot Lilly's face off. Panic surmounted inside him and his heart began to race.

"I'll kill you!" Ben's mouth was agape and the hysteria in his eyes was back. Lee felt afraid as he saw the wild ambition in Lilly's expression. Flirting with death was something they couldn't afford to do, not when there's so much to lose.

"Come on, Ben." she coaxed, a strange hunger in her eyes. Ben looked at the ground for a moment before he nodded and weakly raised the barrel of the gun in defeat.

"What the fuck are you doing?" Lee exclaimed, smacking the rifle out his hand. It thudded to the ground loudly and he felt himself becoming furious.

"I was just-" Ben began.

"Taking a chance?" he spat, taking up the gun in his own hands. Lilly threw the can to the ground and marched over while Ben's skin took on the color of sour milk.

"I had everything under control, he was fine." she said, acting as if she wasn't just telling a horrible shooter to take aim for her head.

"He would've killed you."

"It's a training technique."

"And a shitty one."

She glared at him as he handed Ben his own axe. Lee was fond of it, but he was more fond of everyone keeping their heads on their shoulders. Ben took a step back as the weight of the axe hit him, but he was glad to be free of the rifle.

"Heavy." he murmured mindlessly, blushing at the 'Are you serious?' look that Lee was giving him.

"The pressure of knowing he could shoot me would've drove him to hit the target." she said as if she knew what she was talking about. Ben stepped out of the way due to the toe-to-toe Lee and Lilly seemed to be having.

"How could you even think about taking that chance?"

"I was _trying_ to help him."

"Yeah? Well you'll be more fucking helpful to him _alive_. Let me make something clear, we do _not_ risk our lives like that, isn't there enough risking going on as is?!"

Lilly had never seen this side of him before and stumbled on her reply: "You don't get to dictate what I do. Do yourself a favor, Lee, and _don't _get in my way again."

She reached for the rifle that Lee held in his hand. He wouldn't budge and for a moment the two stared each other down.

_Is she really so willing now? _Lee asked himself, frightened that Lilly was gone farther than he had ever anticipated. He wanted to help, but had no idea how. There is a point in grief that one becomes inconsolable, and he realized that Lilly had passed the point of no return. _She'll die if she keeps acting like this_. He was the one to let go, Lee released the gun to her and she surveyed them both with cold, unfeeling eyes.

"Let's go." she said curtly, turning her back firmly and not bothering to slow her pace as she followed the path. Lee exchanged a look with Ben but he felt angered that the boy would even consider raising a gun to Lilly. He made a mental note to talk about it later with him, when he wasn't so focused on Lilly.

* * *

When they made it back to the motor-inn, the first thing that was noticeable was that no one was on watch. Panicking, Lee raced forward with Lilly on his heels. No one had spoken on the way back but he hadn't missed how tight her grip had been on the rifle. He barely felt the weight of the dumpster as he pulled it open, his heart was hammering with thoughts of Clem in danger on his mind.

Duck's face was the first he could see: pink and cheerful as he ran forward to greet them. Lee could breathe when he saw Clem drawing on the crate. Katjaa was stitching up Kenny on the back of his truck while Carley was scrubbing at some clothes in a wash-bucket.

"You're back!" Duck exclaimed smiling, Lee was about to reply before Lilly's angry voice cut through him like a knife.

"What the FUCK?" she yelled, her fury directed towards Kenny and Katjaa. Being a vet, Kat had practice with wounds and dabbed at her husbands bullet graze with a antiseptic they had gathered from the drugstore. Lee frowned at how the man winced before he shoved his shirt down.

"What's up your ass now, Lilly?" Kenny said in a dull voice and rolled his eyes.

"Ken." Katjaa muttered to her husband as their son looked wide-eyed at the language being used.

"Someone explain to me why the actual _fuck_ there isn't someone on watch?" her hands found their way to her hips as she struck an aggravated pose. Ben stood behind Lee shyly, drawing himself into a protective cocoon. Every eye was on Lilly now: Clem shielded whatever she was drawing and Carley stood from her bucket, wiping her wet hands on the front of her jeans.

"Calm down." Kenny said.

"Calm down? Do you not realize what could have happened? Walkers by the dozens could have came out of those woods had no one would have known anything about it! Do you not under-"

"Shut the fuck up, Lilly!" Kenny was outraged, all her crap he had put up with was coming to a boil. The silence was deafening.

"I was on watch, but had to step down for a minute for Kat to check my injury. Remember? I was shot yesterday and it hurts like a bitch. Carley was about to go up but you had to open your god-damn mouth and bitch about how wrong we're doin' things. I'm sick of your shit, and I swear to god I'll-"

"Smash my head open with a salt lick? Is that what you're going to do, Kenny? One of us wasn't enough?" There were angry tears in her eyes as she exclaimed. There was a collective gasp and confused looks showed on mostly everyone's faces. It was like yesterday, but Lee doubted he could stop it now.

"Lilly..." he said uselessly. The anger fizzled from Kenny's expression, he looked scolded more than anything as he studied the pavement. Katjaa held onto his arm with concern.

"No, it's about time everyone knew about what he did to my dad."

"What are you talking about?" Carley asked, finally joining them and standing beside Lee.

Tears escaped her eyes and the broken woman underneath all the anger was suddenly there. Her voice was cracked and her strength diminished.

"At the dairy, we were all locked up in the barn. My dad...h-he had another heart attack."

"Like at the drugstore?" Carley interrupted.

"Except worse. He lost consciousness and _he_," some fire was back in her eyes, "said that he was dead and-and..."

"That we should kill him before he turns." Lee finished for her, was that gratification in her eyes? Dully, Lilly nodded while tears streamed down her pale cheeks.

"Lee helped me...he tried to help my _dad_, but it was too late."

The aftermath caused chills to race up Lee's spine. He felt another shift in the group's infrastructure, another wedge. Lee desperately thought of how he was supposed to puzzle it back together, but something told him it was pointless. The judgement and fear that was felt could be a living thing, it charged between them until Kenny lifted his gaze and ignited a buzz with his glare.

"_I _did what needed to be done." his words were directed to Lee, who held his ground and never looked down. He recalled the movement Larry had made before the salt lick was dropped on his head, the _breath of life_ that surged through him. One moment he felt like smiling in relief, but the next he had stared blankly in horror at what Kenny had done. It was like they would never get out of that meat-locker, in so many ways they were still locked in.

"You murdered my dad in cold blood." Lilly corrected him, clenching her teeth as her eyes crinkled in pain. The sympathy felt towards her at that moment was not uncommon and as if she felt their pity upon her, she quickly wiped away her tears with her sleeve. Even Katjaa froze next to her husband, her hand falling from his shoulder as Duck gripped onto his mother without fully realizing what his father had done.

"He was dead, and he was only going to come back dead. I was protecting us, like I always am!"

"You didn't know that! There was no way of knowing if-"

"Exactly. I wasn't going to take that risk. I needed to get to my family, and Larry would have killed us all! Clementine could've died, did anyone think of that?!"

Lee turned his head towards Kenny and scowled although he didn't say a word. He felt a small pressure on his arm and knew it was Carley. If it was supposed to reassure him, it didn't.

"Don't act like you give a shit about anyone else but you and your family." Lilly snapped, scarlet flooded into Kenny's face.

"That's ENOUGH." Lee yelled, the power of his voice shook them all to the core. For the first time, they all saw real anger in the usually calm man's face. "What happened on the dairy...we have to move past it. This fighting, it'll only kill us all."

"That's easy for you to say," Lilly almost laughed, "You have Clementine and Carley...I have _nothing_ left. No hope, no...nothing. I'm already dead."

The silence that followed after was even more intense. Lee felt Carley's hand slip away from his arm. What reason would Lilly have as to think he had Carley? In truth, he really didn't know what or _who _he had on his side. Apparently they were both thinking the same thing. When Lee looked at her, she mirrored his pained expression. Lilly gave an aggravated cry before she went over to her room and barricaded herself inside.

She thought they couldn't hear her sobs, but her window was cracked and they caught every word.

* * *

The rest of the day was extremely quiet. Clem was in at her desk still drawing and when Lee tried to sneak a peek, she hid away and told him it was a secret. He kept an eye on her, but knew that she must be drawing something for Lilly. It made his very soul ache: Clementine was truly the only pure heart left in the world. Lee wished he could do something for Lilly as well, but he wasn't very good with words and she would refuse his condolences. The door to her room remained closed, they saw no more of her for the rest of the night.

Kenny gruffly handed out rations, the key thrown at him followed by a growling voice behind Lilly's door: "Eat it all, I don't fucking care anymore."

He did it fairly enough, possibly less than what Lilly would allow. Lee thought that he might even be trying to make her feel slightly better in that way.

After supper, Kenny remained on top of the R.V and denied Ben and Carley their shifts. Lee knew the man was deep in thought. The young boy inspected Lee's axe with a very grim expression, his eyes went to Lilly's door every few minutes. Carley hung some clothes to dry in the semi-cold breeze and emptied the bucket over the wall before she retreated in her room. Lee wanted to go talk to her as well, but again, he was reluctant to move. For awhile his eyes stayed on her door, his thoughts shifting from one thing to the next.

_I can't deal with this,_ he thought tiredly and drew a hand over his face, _how are we supposed to get past this?_

Instantly his thoughts went to _her_, and she became a beacon in the darkness.

Carley didn't owe him anything nor did he have any obligation to her, but he would be lying if he said he didn't care for her. Lee wanted to keep her safe, because thinking about her in danger like she had been in at the drugstore, caused a painful sensation to grip his heart in a vice. Whether he understood it or not, Carley was someone he cared deeply for and that made all the difference.

"_You have Clementine and Carley..."_

Lilly's words echoed back to him and before he knew what had happened, he was opening the door to her room.

She was sitting at the edge of her bed, her head in her hands. The purple vest he liked was strewn across the floor in disarray. Lee blushed when she looked at him, her eyes red from crying. Immediately he wished he had stayed away, she was a woman who didn't like to show weakness and he had intruded on her privacy. Lilly and Carley had more in common than they thought, but the two avoided each other like the plague. Poor choice of words.

"H-hey." she said, her voice slightly hoarse.

"I'm sorry, I should-"

"Lee, don't run away." she laughed lightly and waved him in. Awkward, he rubbed the back of his neck like he always did. Carley picked up on this and smiled sadly, patting the spot beside her casually.

"I should've knocked." he said stubbornly, rigid next to her. For a second she felt like telling him how ridiculous he was being.

"I didn't know you had such astonishing manners." her trademark teasing/sarcastic remarks made a small smile form on his face.

"Isn't that a big word for a news reporter?" he teased back, she shoved his arm gently and sniffed. He laid his hands on his knees as the quiet between them grew. Oddly enough, neither of them found it awkward.

"So..." she trailed off, there was so much to talk about that it made her head pound.

"So." he repeated with a sigh.

"How did Ben's shooting go?"

Of course she was going to ask about that first; the ice-breaker.

"Honestly?" Lee said, she tilted her head.

"How bad?"

"We have a better chance of getting Duck's pet rock to help defend this place."

If his tone wasn't so serious, she might've laughed.

"Well he'll get better, the poor kid is just feeling really out of place right now. I blame Lilly." her tone took on a more tense edge and Lee licked his dry lips.

"She hasn't been easy on him, that's for sure." he thought about what really happened in the forest and he was overcome by the need to tell Carley.

"Has she been easy on any of us?" her shoulders shrugged indifferently. Lee's expression was troubled and she was instantly on alert.

"...what's up?" she asked gently.

"I understand she's feeling really...lost right now, her dad was all she had left in this world."

"But...?"

"But that's no reason to give up all together, is it?"

She studied his expression with worry suddenly shown on her face, "Lee, what is it?" her voice was so genuinely concerned that it made him stammer.

"I-I think Lilly tried to kill herself today." he replied quietly, the deep rumble of his voice was no more than a low whisper. Carley's mouth was agape.

"What?" she breathed while Lee nodded soberly.

"She knew how bad of a shot Ben was, but she still did it anyway." his expression was frustrated now.

"What did she do?"

"She took the can he was aiming at and put it on her head, told him to take a shot. The worst part it, he _was going to do it_."

"Jesus Christ..." she muttered, running a hand through her short hair. Her hands shook as she placed them in her lap. "Are you sure she was...you know..."

"She _said_ it was a training exercise, that it would've drove Ben to make the shot. But, damn, that was a flirt with death if I ever saw one. There was no _fear_ in her eyes, only..._eagerness_."

"She's losing it," Carley said after a few moments, "We have to watch her before she does something else."

They both thought of Irene, and how he had refused to give her Carley's gun. Lilly was different, she was supposed to be the one who refused to give up. Now that she was, it unnerved them both.

"We?" Lee inquired, usually it had been only him that dared even be around Lilly. Carley's facial expression was tragic.

"Well according to her, we're sort of like a team." she replied, recalling what Lilly had said earlier. Lee sighed and could've laughed.

"_You have Clementine and Carley..."_

"I think we make a pretty good one."

"You really think so?"

Their eyes locked and they both felt something they had never encountered before. It was a different sort of feeling, a sort of fire whose tongues tickled their hearts. Yes, Lee thought, they were a great team.

"I wouldn't want it any other way."

"That's surprising," she smirked, "Being the only person who knows about your past, I thought you might resent me."

He blinked, "I could never resent you, Carley- I trust you too much."

"...I trust you too. As strange as it may sound, sometimes I feel like you and Clem _are_ the only people _I _have left. I know there's Kenny and Katjaa...but-"

"I get it, you don't have to explain." Lee assured her because somehow he did understand, how did she know exactly how he felt? She stared at him, the emerald-green of her eyes were impossible to look away from. She broke the silence with a half-smile.

"I think I'll help Ben with his shooting, I saw him with your axe and more importantly, I saw how peeved you were about it."

He chuckled, "Thanks, that would be great...I do like that axe."

"Hey, it's possible to become disturbingly attached to inanimate objects."

"Like you and your vest?"

Her mouth fell open as he laughed shortly.

"What's wrong with the vest?" she feigned deep hurt and smacked his knee. Lee shrugged his shoulders, "Nothing, nothing, it's cute on you."

She narrowed her eyes, "Nice save."

"It's a great vest: the color is so, so _vibrant_."

"Now you're just sugar-coating it."

Lee smiled and nudged his knee against her own, "Really though, I appreciate it." Ben would benefit greatly from Carley's lessons more so than Lilly's. She was the sharpest shooter of the group and hardly ever missed. In a tight spot, Carley was someone you wanted by your side. But Lee thought of that regardless of her shooting accuracy. They were a team, it made him smile at the thought. With two people looking after Clem and keeping her safe, how could it not? But that wasn't the only reason why having Carley on his side made him happy. The other was more personal.

"No problem." she replied, trying to ignore the way her stomach flopped as he touched her.

"Did I ever get around to thanking you for staying with Clem last night?"

She smirked, "Once or twice."

"I saw you this morning when I came in from my shift, you could've taken my bed. I'm sure the chair wasn't comfortable."

"I've slept on worse, especially in my college days and besides, where would you have slept?" for a moment her pulse raced at the thought.

"The floor, or chair if need be."

She felt a twinge of disappointment, "You fitting into that chair is like trying to put the Empire State Building through a hula-hoop."

"Nice imagination there." he approved. She hit his elbow with her own, was she trying to find excuses to touch him now?

"I'm a journalist aren't I? Er...was." she corrected herself awkwardly.

"Well if I find any hula-hoops I'll let you know." he replied, pleased to see that made her smile. Lee didn't want her to be sad.

"And if you need me to watch Clem anytime, you let _me_ know."

"She likes you." Lee told her, Carley's face showed how much she adored the little girl.

"I like her too, and I'll do anything to help her; I know how lonely it is in the dark."

Lee's brow creased as he thought about her feeling alone. She was a grown woman, but even adults get scared of the dark. Especially now, when the dark represented so much. Nightmares had come alive.

"If you ever feel like that, you're always welcome to stay with us again. Clem wouldn't mind, hell, she'd be overjoyed."

Carley felt nervous but excited at the thought, "And they say chivalry is dead."

"I guess not."

"My knight in shining armor." and after she said that, her face tined pink. Lee smiled down at his hands.

"I don't think you need a knight, you can take care of yourself."

That comment was the nicest thing anyone had ever said to her. Carley was always sick of everyone treating her like a damsel in distress just because she was a woman, and for someone to finally recognize she was capable of slaying her own dragons it meant the world. Her heart thumped like a caged animal in her chest.

"Except when it comes to putting in batteries."

Her face fell and she shook her head before laughing, "Are you ever going to let that go?"

He had answered her before, "Nope, that's the one thing you're not good at. I'd like to keep you humble."

"I'm terrible at plenty of things." she replied, immensely surprised.

"Name three." he challenged. Everything he had seen Carley do, she did it with an uncanny amount of skill. But that just attested to her genuine determination.

"I can't whistle, I _suck_ at poker and..."

He raised his eyebrows at her while she drew a blank.

"See?"

"That's not fair, you put me on the spot."

"Think about it and come back to me."

For a moment she thought about it and smiled widely, "No thanks, I prefer for you to think I'm good at everything."

"Except whistling and poker."

"Gotta keep me humble, remember?" she winked and Lee forgot about what had happened earlier. Carley had that effect on him.

"I'll keep that in mind."

She touched him arm, "Maybe we should go, I'm sure there's some odd-end we should be tying up."

She was actually thinking about how long they had been talking, surely the group noticed them missing.

"Yeah, you're right. I'll probably see if there's anything I can do with the wall."

"And I'll talk to Ben."

They exchanged looks.

"Seems like we're both pretty busy then."

"Wouldn't want it any other way." she recycled his words with a crooked grin.

He was the first to rise and for a moment her eyes scanned his tall figure. Blushing, she cursed mentally and hoped he didn't notice. Lee did and smirked to himself.

"Hey, Carley, don't forget the vest. It really does look cute on you." it was his turn to wink and it made her feel like melting into the floor. Her usual quick comeback was lost and she simply stood up for something to do. He opened the door and let in a sudden cool breeze. She bit her lip and picked up said vest from the floor, feeling that it wouldn't hurt to wear it more often now...

* * *

Kenny watched as Lee fortified the boards on outside of the wall. There was a scowl upon his face and he drew a hand over his stubble. The events of earlier were still hanging on his mind, he had spent the whole day on top of the R.V just to avoid all of their looks. He knew they were looking at him, thinking he was a monster.

_Well tough shit_, he thought irritably and found himself blaming Lee. _If he would've helped me, I bet they wouldn't have anything to say_. Kenny thought that he was the only one with the group's best interests at heart, why couldn't anyone else register how different things were now? Sometimes people had to die, but the hard choices kept them alive.

"How's your girlfriend doing?" Kenny called down to Lee, who froze with his hammer. Even from ten feet off the ground, he could see the way the man sighed.

"I wouldn't know." he replied, knowing that he had meant Lilly but a small part of him thought of Carley.

"Well that's a surprise, thought you two were best buddies."

There was anger in his tone but Lee guessed there was jealously mixed in there as well.

"Not really." he admitted curtly, hoping Kenny would drop it. And for a minute he believed that he had.

"Could've fooled me, you're always taking her side now."

Did Lee forget about the time he had saved his life? Truthfully Kenny thought Lee was his best man, especially since Herschel's farm and the way he had stood up to Larry for Duck. But the loyalty he had once seen in Lee was slowly going down the drain.

"This gotta fucking stop, man." Lee's voice was agitated and Kenny sat back to take it all in. His expression told him to go on.

"I made a choice and it wasn't one I regret. I know that you'll protect this group the best you can, but you gotta _think _before you do something like that. I mean..." he lowered his voice and looked to see that no one was paying attention- _visibly_. "You _killed_ her father, don't you feel any remorse?"

Kenny ignored the tug in his stomach, even if he did, he knew he shouldn't.

"No, I don't"

Lee knew that was a lie and somehow it made him feel better.

"Yeah? Well maybe you should." he turned his back and went back to work, ignoring how Kenny must be glaring. He felt his eyes on the back of his head, it burned sizeable holes.

"I thought I could count on you, man." he said, Lee barely heard him.

"You _can_." he replied without turning his back, so low that Kenny didn't catch it.

The time would come when their loyalty would be tested again, and Lee knew that when it did he was determined to make sure no sides were taken.

That would be the hard choice and he was the one preparing to make it.

_In the sun, when you're young_

_In the sun, when you're young_

_You'll find a way back home_

_Back home_

**Song: White Doves- Young Empires**

**Whoa, nearly 50 reviews by the fourth chapter! I can't believe it, THANK-YOU.** **I'm so happy by the amount of interest this is getting, please continue to keep up the amazing review pace. Each comment I appreciate greatly. Remember, you are the ones that run this story: the readers!**

**The next update won't be for awhile, I'm trying to update all of my stories and this one will be taking a momentary break. With school starting too...but I will try and get another chapter out to you soon.**

**(Spoiler) Just to let you know, next chapter I will be explaining my take on how Ben gets mixed up with the bandits. How did you like Lilly this chapter? I felt that she had to be out of control so recently after Larry's death. **

**Do you think she was trying to kill herself, or was it a training exercise? **


	5. To Live or Let Die

_You say know love but you are just reflecting words you hear_

_No iron in your veins could give you any sense of pain or fear_

_It's just another lie_

_It's just another calculation_

_We're just another old sensation_

"_Lee_?"

He turned swiftly to see Clementine beckoning him with a secret smile on her face. It was almost supper, and the little girl had been in their room nearly all day long, working on something she did not want anyone to know about. But Lee guessed what she was doing, and smiled now as he walked towards her. Just for her amusement, he looked left and right to see if anyone was looking. She giggled as she waved him inside, feeling nervous but excited all at the same time.

"What is it, Clem?" he replied.

"I want to show you something."

Inside their room, it was oddly warm. His eyes fell upon the desk and a single sheet of paper. From where he stood, it looked like a blur of color, but as he got closer he saw the details. Clementine stood shyly to one side as she pointed to her picture for him to take a look. She bit her lip as Lee took the paper up in his hand and studied it. Hanging by a thread, she sighed with relief when he suddenly smiled.

"It's great, hun. Really pretty." he appraised her and she blushed.

"It's not too ugly?" she asked worriedly. Like every artist, she was unsure of her work.

"No, no, I can tell you put a lot of work into it."

Pride flooded her features, "Thanks! Do you think she's going to like it?"

"Lilly?"

"Yup, I'm trying to help her not be sad- just like you said, remember?"

His suspicions confirmed, Lee smiled down at Clem and found himself getting slightly choked up.

"Yeah, I remember. I'm sure she'll like this a lot. I know I would."

"Well maybe I can draw you a picture too, or maybe we can do one together."

Lee gently handed her back the picture and observed the nearly worn down crayons and pencils that littered the desk. Clementine really had worked hard on it. Scraps of failed ideas overflowed in the wastebasket and he saw that she massaged her right hand.

"I'd like that, but some other time, ok? You should go play for now, you've been at it all day." he said gently as she tilted her head to survey him.

"Ok, but I need to give this to Lilly first...is she still mad?"

The door hadn't budged since she had shut herself inside and Lee wasn't sure if she would even open it for Clementine.

"I think so, but this will cheer her up...hopefully."

"You don't sound very sure," she said warily, "Maybe I should wait until she comes out."

"What ever you say, Miss Van Gogh." Lee chuckled at the stark confusion on her face.

"Miss who?"

"Nevermind." he dismissed lightly, as she placed the picture back on the desk. As soon as they were outside, Duck came running and waved him arms.

"Clementine! Clementine! I found something really neat!" he exclaimed, looking like he had struck gold. The excitement on his face momentarily startled them.

"Not another spider's nest..." she said with not much enthusiasm. Lee chortled, remembering the time in Herschel's barn where she had frantically searched her hair for spiders.

"No, no! It's _much_ cooler than that, look-" Duck pulled out a compact calculator from his back pocket and tapped the buttons. He was delighted to hear the faint _buzz_. Clementine and Lee exchanged glances.

"It's a robot controller, I found it in the desk-drawer!" he finished brightly, doing a small dance to the sound of the buzzing. Clementine didn't quite know if she should be taking him seriously.

"...that's a calculator, Duck." she informed him dully, she had seen her father constantly using one. Lee had to give it to the young boy, he found inspiration from merely a thought and his spirits never seemed to dampen. His imagination wasn't lost at least, that was a very rare thing that Lee cherished most about him.

"No way! When I get my own cyborg, I'll teach it how to do jumping jacks. OH! And maybe even how to use the toilet, and to use weapons of mass destruction to wipe-out all of those monster thingys!" he was soon to be going off on a rant of all the things his cyborg could do. Clementine watched from unamused eyes while Lee smirked.

"What about Bruce?" Lee asked, playing along and referring to his pet rock named after the famous Bruce Wayne (Duck was a die-hard Batman fan). Duck was seen frequently throwing the large stone up in the air and laughing like it was the funniest thing he had ever seen.

"He's gonna be my sidekick as we take over the world, no one can kill a cyborg and I'll even train it to protect us!"

"Anything can be killed." Clem interrupted rather darkly. She was effected far more by the terrors of their world, a huge contrast from Duck's optimistic and oblivious outlook. Lee frowned and touched her shoulder lightly. She got the message and shrugged at Duck's unsure expression, "But I would like to see those weapons of mass destruction." she added somewhat apologetically.

Duck's face brightened, "Yeah! It'll be like torpedoes coming from his arms and WHOOSH- it'll blow up and, and-"

"Why don't you two go look for that cyborg." Lee said before Duck could say anything more. Clem looked unaffected by Duck's extensive use of sounds.

"Ok, Lee. If you see one, let me know!" Duck said before taking Clementine by the hand, all the while yelling out "BOOM, AHHHH, BAM!" the buzz of the buttons left an annoying tick in his ear.

Shaking his head, but laughing, Lee watched them go before his eyes settled on Lilly's door.

_Not now,_ he thought, _now isn't the right time._

* * *

The sky was fading into a shade of intense orange, dust was soon upon them. Katjaa was attending to Kenny again while Carley sat on top of the R.V to endure her shift. Ben was no where to be seen and Lee went looking for him- recalling the talk he had been meaning to have. As he passed Carley, she gave him wink that made him feel oddly tingly.

"How's the view from up there?" he said to her as he passed. She shrugged, "It's better now."

Lee shook his head, his chuckles rumbled in his chest. But underneath the teasing, he felt that there was actually some sincerity to her words and that made him feel even more tingly. Even when he passed her, he felt her emerald eyes on him and was suddenly aware of the way he walked. Looking back, she barely had time to turn her head and that made him smirk. He noted that she was wearing her vest again.

As Lee came to Ben's room, he noticed that the door was already ajar. Prying it open with his fingers, he opened his mouth to announce his presence but he was instantly speechless as he saw what Ben was doing.

"Pow." the young man muttered to himself, bringing his leg forward with Lee's axe in his hand. Like the jeti he was, Ben did some (actually) impressive moves with the weapon and swung it around just as if he was in an intense action flick. After the initial shock, Lee raised his eyebrows and took a step back. He had a feeling Ben would not appreciate being seen like this. Alas, their eyes made contact and Ben was so startled that he froze solid.

"Heh." he awkwardly laughed, his face the color of a tomato.

"Uh, sorry if I interrupted on something..."

"No, I-I was just fooling around. Your axe is pretty cool." there was a nervous edge to his voice and he dropped it on the bed.

"You wield it pretty well."

"Sorry." he looked sheepish again and rubbed his neck simply for something to do.

"It's all good." Lee assured him with amusement in his eyes. "Look...ah, I wanted to talk to you."

Affirmation showed on his face, "About what happened earlier?"

"Yeah."

"Everything you're about to say, I've said a million times to myself. I should've just...well, I know what I did was wrong and stupid, _severely_ stupid. But," his eyes held a sad kind of fear, "please don't kick me out. I know I'm the new kid, but I'll so anything. I'll be on garbage duty, I'll even clean your shoes just, don't make me go out there on my own."

For him to even think that they would do that was really disappointing. What did Ben think of the group, or even Lee himself? To an outsider, he had no idea. He shivered at the thought.

"You're not going anywhere, don't worry. Carley is going to show you how to shoot, she's pretty damn good so listen closely to her. Other than that, I'm sure I can take you up on your offer for garbage duty sometime. But...I'll pass on the shoes." Lee replied. Ben's face brightened at the thought of Carley and something in that expression made Lee feel irritatingly suspicious.

"That's great, thanks, Carley is nice. I'll try my hardest. And about Lilly..."

Lee raised his hands, "Like you said, everything I have to say has already crossed your mind."

"Severely stupid." Ben nodded. Lee was glad he was saved from that conversation.

"Right, well, I'll let you get back to it."

Ben smiled nervously, his grin now mildly peevish to Lee. "Uh, yeah..."

He paused at the doorway and added as an afterthought: "Aim a little higher, the head is where it counts."

Ben looked down, his cheeks burning.

_And just behind your eyes are switches that can turn back on_

_To clear away today 'till all your memories are gone_

Lilly denied her meal that night, her stomach was too hollow to even consider eating. She had a feeling that she would only pitch it back up anyways. Inside her small room, it was her own personal form of hell. The shade of green that painted the walls began to make her feel sick, her eyes were hurting from staring at the simple painting that hung over her unused desk. She wasn't preoccupied, in fact, she should have been terribly bored. All she did that day was think.

She thought about her father, the peaceful times of her youth when she was just in the shadow of the woman she was now. She thought about Kenny and how much she hated him. She thought about her father's blood caking her face and how her body had shook. She thought about Ben and what had happened during his shooting lesson and lastly, she thought about Lee Everett.

Lilly felt sick with herself because he had been right.

When she observed how badly of a shot Ben had, she craved nothing more than to get him to put her out of her misery. In that moment when the blinding agony became too much, all Lilly craved had been a bullet through her brain. It would be so simple then wouldn't it? Too just give up and let die. She had succumbed to her loneliness only then, it was her weakest moment and now she felt ashamed. How dare she think about _giving up._ Now she scowled at the words and she scowled at herself. The look on Lee's face had never left her mind: betrayal and...concern. To think that there was someone how actually gave a rat's ass about what happened to her was oddly comforting. Lilly hungrily soaked in that comfort, desperately trying to hold onto anything. She would retain that feeling; the warmth that someone cared. Everyone was against her, they didn't understand the ways in which survival operated. Although she had resentment for all of them, it blurred most times. Her father had kept her sour on these people, but now she was forming her own opinions. Kenny was a rotten man, Katjaa was a loyal wife, Duck was just an innocent backwards kid, Carley was a smart-mouth, Ben was a stumbling idiot, Clementine was a sweet little girl and Lee...well, Lee was the about the only person left that she could trust.

_My dad hated him so much, but there is no denying how useful he is. And he seems to be the only person who actually listens to a thing I say._ Her thoughts were starting to make her head pound as she envisioned the members of her group. They would be eating now, in silence whilst wondering about _her_. They could judge her and hate her, she was sure they did...but distrust goes both ways, she would remember that.

Her father had hinted about Lee being a dangerous man, that he got into trouble in Macon. She had probed her father for more information, but all he said was to stay away. It was then that Lilly started keenly observing Lee: his actions and the way in which he did them. There was nothing about him that suggested he was anything but a man doing all he could to protect one

little girl. If her father could see her now, thinking that Lee was the only person she had on her side...that made her form a small smile which quickly turned into a sad grimace.

_Dad...I wish you were here to give these people hell for me, it was scarier coming from you._..

Three, quiet, faint knocks rapped at her door. Immediately Lilly's eyes snapped and flashed angrily. Didn't they see she needed to be alone? Everyone needs time to grieve, even her.

"Leave me the fuck alone, whoever it is." she growled, her rude attitude coming naturally now in the vulnerable state she was in. Expecting for them to reply or maybe even knock again, she waited with her glare firmly set upon the impending doom. Her eyes crinkled in confusion as she suddenly saw something being slipped underneath the door. The single piece of paper was on it's back and she saw words printed in a messy scrawl. They couldn't even_ talk_ to her now? Furious, she rose from her bed and yanked open the door- ignoring the paper.

"Who the hell-" she began but stopped as she saw that no one was there. If she looked closely, she would see a little face peering at her from behind a doorway. But all Lilly saw was Katjaa and Kenny; Lee sat atop the R.V smiling at something Carley said. Inwardly, she rolled her eyes. She would be lying if she said she wasn't curious now, and she shut her door again before anyone noticed her there.

Once her door was safely shut, she snatched up the paper and bit her lip. Whatever this was and whoever slipped her it, she was...she was...

_Don't be sad. Your Daddy is ok._

Her face paled and her hands began to shake. Simple words really, but they hit her like a mac-truck. The air escaped her lungs as she exhaled one, heavy breath. Her legs began to weaken and Lilly was not prepared for what she saw when she flipped over the paper. In the center of the page was her father: his hair the same color of grey, even his eyebrows were bushy. His damn stripped shirt and brown trousers were there also. The tensions on her face and the knots in her stomach came loose as she saw his arms were raised in a surrender, wings sprouted from his sides and were colored a glossy white from where the crayon was pressed hard. In the background there was a sun, a glowing orb of yellow that radiated color all around the page.

But the thing that got her was the smile on his face.

She laughed through her tears, her chest swelling as she sank to the floor. She knew who had done it, not needing the little "C" written in the corner. _Clementine. _Lilly was speechless and touched beyond description. There are no words for how she felt.

_Your Daddy is ok_.

She pictured Clem's soft little voice saying those words and her heart ached. Clutching her chest, her eyes never left the page as she curled her legs up underneath her. Lilly rested her back against the bed and cried silently. A broken woman she was, but _this _was the first stitch sewing her back together.

_Is he?_ She wasn't sure that her father would never 'rest in peace'. Larry would raise hell and roll over in his grave simply because he was pissed off at the fact he was there in the first place. But the pure happiness on his face made her think otherwise. Had he been tired too? Like her now, had her father welcomed his wings? As the room grew darker, Lilly crawled into bed and tucked the picture beneath her pillow. She left her hand on it, reassured by just it's touch.

_Dad, I'm not giving up yet. _Her thoughts were sluggish as sleep slowly came to her. And knowing how he would pat her shoulder and say "That's my girl." made her smile weakly.

She dreamt of dazing lights and blinding sunshine and the feeling of soaring through an open sky. For the first time, she was truly at peace.

* * *

It was early dawn as Ben made his way down the road. In his hand was a single, bulging garbage bag where he had dumped rotting food, bloody medical pads and other body wastes that were stored carefully in old buckets. Taking up his desperate plea to do anything for the group, it had been Lee that morning who asked him to bring out the garbage to the drainage ditch about ten minutes down the road. Lee kept an eye on him and assured him it was alright to venture out alone as long as it was in a reasonable distance. Ben would regret agreeing every day.

It didn't take him long to reach the dumping site, the smell reached him first; made even more pungent by the sharp coldness in the autumn air. His face turned up in disgust as he gazed down at the mess of wrappers, tissues and other unknown mulch.

"Ugh." he nearly gagged, having a very weak stomach. He turned away and looked to see Lee's faint figure on top of the R.V. "Gross."

Sighing, he kept down the bile rising dangerously high in this throat and went to work. The newest trash fell fresh atop the old, mildly frozen wastes and he was careful to extend the bag far from his body. Giving the bag a good final shake, he almost threw down that as well. But Lee had told him that they reused the bag and that made him even sicker.

_How much shit has this bag carried?_, his asked himself because he was always one for asking odd questions. And so preoccupied he was with this disturbing thought, he didn't notice the group of men who emerged from the woods. At first his face was shocked, then fear gripped him like he was a mouse in a trap. His body tensed in paralyzation because these men were not allies.

Five rifles were pointed at his head.

"Hold it right there, shit-head." the one in the middle said, carefully stopping just at the tree line. His voice was so rough, Ben instantly recognized him as the man he had seen outside the dairy. He remembered how he had shot a man, shouting: "FUCK YOU, FUCK YOU."

Ben's bladder almost let go as he quickly looked at each of the men. Bandits. And they were dressed for the part. Bandana's hid their mouths, one wore dark sunglasses. He might've found it funny how they thought concealing their identity really mattered. There were no police to arrest them, the human race was free to cause it's own chaos without some silly punishable law and order.

"I-I" he stuttered, eyes blinking as he tried to think of a way out of this. _What would Lee do?_

"You're one of those assholes that fucked up the St. John Dairy, aren't you?" the leader sneered, his eyes glaring daggers. Underneath his bandana, Ben was sure there was a set of ugly, yellow teeth.

"No, I didn't-"

"Shut-up!"

_But you asked me a question!_

"I don't wanna hear your _lies_ and frankly I don't give a shit what y'all did to those sick fucks, but we had a deal and y'all have to answer for that."

_You ate the meat...you're just as sick as them_. His thoughts were far more brave than he actually was. Sometimes he wondered if his mind was a completely different person.

"Please, don't kill us! We-we can give you food, we have food and medication!" he exclaimed, almost waving his arms so Lee would see him and help. There was no way these men were going to leave him alive and his life flashed before his eyes.

The man laughed bitterly, him and his men were amused by this kid and came to the pleasant conclusion that he was easily bendable. He looked stupid, but the leader was far more clever than what his looks portrayed. He would've liked to storm the motor-inn and take everything he was owed, but he quickly formed another plan that would save him bullets and energy.

"I'll tell you what..."and he lowered his gun, putting on a fake and falsely innocent face. His men looked at each other in confusion. One whispered, "Charl, what are you doing?"

"I'm talkin' here to our friend. I mean, we all should be friends shouldn't we?"

_Um, how about no?_

"I-I guess..." Ben replied instead, his body less rigid.

"Great, that's _great._ You see, _friend_, I'm just a humble man trying to look after my own group. You can understand that, can't you? Because I know you have your own group, we've been watching. A little girl even, that's sweet."

_He knows, oh god, Clementine, Duck!_ Charley intended for Ben to feel vulnerable and that was exactly what it was doing. Ben was sure they were going to kill all of them, and shallowed hard as sweat trickled down his forehead.

"What do you want? I'll do it, just, please don't hurt them!" he asked weakly. Ben came to the conclusion of what Lee would do and he felt a strange gush of conclusion flood his antic brain._ I have to protect them_, he thought and knew that finally, he might just prove how useful he was.

The masked man smirked underneath his bandana.

**Rules- Jayme Dee**

**Hey, sorry for the confusion earlier. I completely forgot about putting Ben and how he got in with the bandits. In the game, it never does explain why he does it and I took the liberty of explaining. I don't think Ben is a bad guy, and I really like the idea of him trying to protect the group. **

**So, thank-you for reading and please leave your thoughts on this chapter!**


	6. Nothing Gold Can Stay

_Time it took us_

_To where the water was_

_That's what the water gave me_

_And time goes quicker_

_Between the two of us_

_Oh, my love, don't forsake me_

_Take what the water gave me_

Ben was quiet that morning, extremely quiet and Lee began to wonder why. Ever since he had come back from dumping the garbage, there had been nothing but a stoic, nervous expression on his pale and slightly greying face. Ben was a man of many words. Weird, anxious-sounding words but words all the same. There was hardly a time when he was utterly silent like he was now. Lee observed keenly from where he was sitting, his brow creasing in both curiosity and concern as he saw Ben by himself on the sofa. He was in another world, drumming his fingers mindlessly. Lee knew the signs of someone thinking intensely.

"Uh...Lee?" it was Clem, masking her annoyance cleverly as she looked up at him. They were playing a game of Go Fish and she was about to ask if he had an sevens but his attention seemed somewhere else. She followed his gaze soon after to see what was so interesting. Half-expecting it to be Carley, she felt her own curiosity spark when she saw it was only Ben. Even Clem noticed how troubled he looked, and she turned up her mouth.

"Huh? Oh, sorry, sweet pea. I should be paying attention." Lee gave his head a small shake and smiled apologetically. Clem wasn't so angry anymore because now she wondered about Ben. If Lee was worried, she would be too. Or at least, she knew she should be.

"Are you worried about something?" she asked quietly. Overhead, the bright sunshine of the early morning had shifted to a dull grey hue. Lee looked to her and gently laid his hand of cards down on his leg. He thought about lying to her, but knew that he couldn't even if he wanted to. Being honest with Clem was always something he strived for, that was the foundation of trust: honesty.

"Yeah...yeah, I'm a little worried about Ben." he answered her in the same volume that signified not to be overheard. Clem understood and frowned as she also laid her cards down and glanced and the sulking Ben. For a second they were the mirror image of another.

"He does look a little sad, like Lilly." she observed smartly and furrowed her brow in concentration as she tried to figure out what Ben had to be sad over (excluding the obvious). Lilly had emerged that morning; pale and silent and as scary as ever. How little she said to say and the distant look on her face made her twice as threatening. Everyone knew she could blow at any moment. The way she moved and talked, it was without energy. She was raw, her body rigid as an old elm. Clem blushed when she saw her at breakfast, slowly chewing up her bread. She had hid behind Lee at that time but thought she saw Lilly stare at her with a ghost of a smile on her face. Clem didn't require any measure of thanks from her, just seeing her smile that one time was enough gratitude the little girl needed to make herself breathe with relief. Now Lilly was working on the wall while Kenny endured his shift (his wound was still aching), Katjaa was reading an old book she had found in their room on the steps of the RV while Duck sat beside her, punching the buttons of his calculator and muttering _pow, buzz, whosh_ idly. Carley was in her room, gathering her knowledge of guns to aid Ben. Overall, the group was without words and no one wanted to break the silence.

Lee pondered on what Clementine had said and a thought struck him: had Ben seen something that morning when he went to dump the garbage? It was an alarming thought, one that was ignited now as he recalled how long it had taken him to come back. Ben had said he threw up because of the smell, but Lee wasn't quick to believe him. There was a panic in his eyes that Lee couldn't explain and doubted that Ben could either. Something was wrong with that kid...

"Like Lilly..." Lee muttered aloud, biting the inside of his cheek. Suddenly he rose from their card game and Clem didn't mind. She knew that Lee had to take care of serious business and whatever he did now was important.

"Are you going to ask him why he's sad?" she inquired innocently as he brushed the back of his jeans. Lee looked down at her and gave her the most reassuring smile he could muster. She allowed some of it to warm her.

"I'm sure he's fine, but yeah I'm going to ask him how he's doing. I'm sure he is really nervous, being the newest member of the group."

She nodded, "We were the new people once, remember at the drugstore?"

"Yeah, I remember." he said somewhat uneasily.

"I was nervous then, but now it isn't so bad," she said with an optimistic look on her face, "Maybe it will be better for him in a little while."

Lee knew she didn't know the whole story behind Ben and Lilly, but there was truth behind her words. Ben certainly was petrified over joining the group but he suspected there was something more.

"I hope so, and I think it will...but I'm going to ask him some other things. I'll be back, ok?"

"Ok, I promise not to look at your cards while you're gone." she said with a glint in her eye that almost made him smile.

"Can I hold you to that?"

"..yes."

"I'll remember that." he tapped his finger to his temple and started towards Ben. Clem watched him go and resisted the urge to look for sevens.

"_Here's what you're gonna do, kid...there's a crate on the outside of the motor-inn, it's about fifteen feet from that dumb-ass wall of yours...tonight, you're gonna put our supplies in there and if not, we're gonna send a little warning and you'll be sorry...you're pretty friend is gonna be sorry too."_

"_What, m-my friend?"_

"_That's right, a buxom blonde. You didn't really think we were gonna rely on how much you care about those fuck-heads in that motor-inn? Shoo, we found her running through the woods...looking for you and that other shit-head you had with you. The one that became zombie-food."_

"_S-Susan!"_

"_Yeah...uh, Susan is gonna be real sorry if we don't what's fucking owed. So you better hop along, little rabbit, and figure out how you're gonna do this without anyone else knowing. Because if you tell anyone, we'll kill Susan and everyone else in that fucking motel and make you watch."_

Ibuprofen...Antibiotics...Advil, the list of medical supplements went on until there were five. Ben repeated them over and over in his head, terrified if he forgot. He didn't know how the bandits had captured Susan, but now what he had to do had a paramount importance. Ben and Susan had a history and running after him was something she would do...she wasn't the brightest. Seeing her innocent face shining with tears and pain made him gasp. He had to do this. He had to betray what little trust his group might have had for him and stab them firmly in the back_.._.but he had to. Maybe they would thank him later, he was saving _thei_r lives as well.

Ben didn't know Charl had made it all up. He had no Susan, only a lucky guess and a boy foolish enough to believe anything a man with a gun had to say. He might have felt slightly guilty...on second thought, no, he didn't. The kid was their Trojan horse. He was their bug.

How was he supposed to steal supplies right from under their noses? Especially Lilly, who had the key firmly around her neck?Ben was thinking about this when Lee walked up to him.

"Hey, Ben."

Hearing the man's deep, rumbling voice startled him. Ben jumped a little, more nervous than ever, and tried wildly to form a calm mask. They couldn't suspect anything, in his head he repeated the supply list and could hear Charl's voice bitterly insulting him. Lee was by far the most observant of the group, and Ben knew he had to be extra careful around him. The others didn't even talk to him; besides Carley...sometimes. Ben liked Lee a lot: he thought he was a good man that one could easily depend on and trust. Lee had tried to save his teacher, David, he did everything he could to help and even cut off his leg before a herd of walkers appeared. That went a long ways with Ben.

"H-hey, Lee! What's up?" he replied as cheerful as possible, ignoring the pang he felt when he saw the concern in the older man's dark eyes. Lee sighed and sat down beside him, the sofa swaying underneath the man's weight. Lee was muscular guy, another reason to want him on your side.

"Well, not much, man. I've been meaning to ask you about this morning..."

"Yeah? What about it?"

"You, ah, didn't have any trouble out there, did you?"

Ben was hit with a wave of paranoia, had he done anything for him to be suspicious? No, no he hadn't...had he?Instantly the young man was set on shooting Lee down as convincingly as he he was lying if he said there wasn't a part of him that didn't want Lee's help. Ben felt like screaming, it churned his insides to a weak mush because he knew that was all he was, weak, a coward now, he wiped the sweat that accumulated at his right temple and ignored the racing of his heart.

"_Because if you tell anyone, we'll kill Susan and everyone else in that fucking motel and make you watch."_

Ben had to fool Lee Everett, it was harder than one would think. Fear can both cripple and strengthen you, and Ben found some strength from just how crippled he really was. He was petrified for so many people: Susan, Lee, Clem, Duck, even Lilly, everyone...it was admirable that he didn't even think about how scared he was for himself.

"I said I was sick, didn't I? The smell was disgusting." he replied, masking his nerves with a slightly harsh tone. _Stop prying, Lee, please, please, please leave it alone._

"Yeah, but...you just seem a little different; more quiet. Is there something on your mind?" Lee returned calmly, just as small pecks of rain fell lightly from the sky. Ben bit the inside of his cheek, his eyes dashing to Carley who had just emerged from her room. Lilly could be seen now taking her shift on the RV, Kenny was unbalanced on his feet as he gripped his side.

"You care what's on my mind?" Ben bought himself some more time, but was genuinely curious about the was surprised to find that he really was. He cared about everyone at the motor-inn and vouched for their safety whenever he could, even this new, stuttering, awkward, kid. He was just a kid afterall. Lee misunderstood and wondered if Ben was just insecure about being the new member again.

"You're part of this group now; no matter what Lilly says, so yeah I do care about what's on your mind." Lee said and for a moment saw a small smile on Ben's lips.

"Well..." Ben caught himself, horrified. "I'm just nervous a-about Carley teaching me about guns. My dad taught me when I was younger and I wish I could remember! But, it's like my mind is all.."

"It's okay, we all forget parts of our life before."

_Or want to forget_, Lee thought and for a second he thought of a beautiful, caramel-skinned woman with a voice like velvet and a face like an angel's. He wasn't sure if he wanted to forget about his ex-wife; did the good memories make up for the bad?

"And I'm sure you'll take to it." he brought himself out of his thoughts, forcing _her_ from his mind. Suddenly Lee was aware of Carley approaching and the pain sprouting in his chest lessened to a pleasurable warmth. How could she do that, bring such a peace over him? His attention was broken off from Ben as his eyes befell the woman in a purple vest. A natural light came into his eyes and twinkle appeared in hers. The sight of the other was enough to put it there.

"Y-Yeah, I can't wait to contribute to the group more. Hey, Lee?" Ben didn't notice how Lee's momentary hypnosis.

"What's up?" he replied quickly.

"I noticed...um, how low the medical supplies are. The stuff from the station wagon, it wasn't much and Katjaa used most of it on Kenny. Shouldn't we, uh, try and f-find some more?"

Lee's brow creased, he found it odd that Ben would even ask something like that.

"I've seen what's left, and it's enough for now. We don't want to risk ourselves for something we don't need. You can talk to Lilly if you'd like, but I'm sure she'll say the same as me."

The disappointment on his face was unsettling, but Ben kept his cool and nodded understandingly.

"That's okay, I believe you. I just wanted to be sure we had enough you know...because it's getting colder and we're all bound to get sick with the flu," he checked Lee's expression, "I'm just worried about Clem or Duck getting it bad and we won't have the supplies."

Ben knew he had gotten Lee's full attention when he mentioned Clem getting sick, and Duck too. The man would lay down his life for either one, he believed in protecting innocence and Ben knew that now. Clem was his weakness and it was through her that Lee would do anything for. Ben was sick with himself that he would even consider manipulation, but when the chips were down...(and his certainly were).

"You're right, maybe we should hit the pharmacy and see what we can find...I'll have to check in with Kenny and Lilly. I suppose it is better to stock up before the colder weather hits."

"Yeah, and blankets, warmer clothes...we'll need that stuff too."

Lee surveyed Ben with distinct interest, "I like how you're thinking, Ben, it's good to be ahead."

He chuckled nervously and felt like he had just ran a marathon, "I just want everyone to be safe."

And that was the truest thing he had ever said.

"We will, don't worry." Lee gave a reassuring smile, "We're safe here."

_Not unless I don't make that delivery._ "I know." Ben replied with as much confidence as he could scramble in such a quick moment.

"Hey, guys. Bonding time?" Carley said, crossing her arms and smiling at them in her usual friendly way. Lee got up and did the routine brushing off the back of his jeans.

"Just having a conversation, Ben thinks we should hit the pharmacy again and stock up on medical supplies."

Ben didn't know what pharmacy they were talking about but decided to pretend like he did, "Yeah." he threw in needlessly.

"The pharmacy...are you sure we should go back into the city? You saw what it was like when he barely got out." Carley bit her lower lip for a moment, looking straight at Lee. In the short silence, they both remembered walkers enclosing from every side and Doug's screams for help and in that moment they shared mutual discomfort.

"I know it's dangerous, but where else do we _know_ is filled up with supplies? We didn't get much the last time and I doubt the walkers are popping pills. I'm just thinking about the winter, and when everyone gets sick...Ben's right, we're going to have to go back."

"But so soon? I mean, Jesus, we just got out of one situation_._"

The drizzle was escalating into a full rain now and left mist upon Carley's crown of chocolate locks. Lee momentarily stared at the moist halo and felt that it made her green eyes glow even brighter...

"I-I'm not saying we go tonight-" Ben froze at Lee's words, "or tomorrow even, it's just something we have to consider."

Her mouth twitched and she looked at Ben quickly, "You know you're going to have to talk about this with Lilly and Kenny right? Heaven forbid there's a decision made without them and I'm not sure they'll agree with you guys."

"When _have_ they?" Ben muttered to himself, knowing how neither agreed with anything. His plan was making him sick as he saw it crumble. How was he supposed to get the bandits their supplies by nightfall?

"I'll talk to them, unless..." Lee turned to Ben who shook his head, "Go right ahead." he insisted.

"Hey, doesn't Lilly have her own stash?" Carley said, lowering her voice as she recalled something Lilly had mentioned the first night they settled into the motor-inn. It was something about not trusting anyone, so her and her father had their own private supply of meds. Mostly they were nitroglycerin pills for Larry.

This perked Ben up more than a cold shower.

"She does?" he asked, correcting himself to look casual. Lee was remembering if he ever heard her say something about a secret bundle. He was under the impression that they shared all the supplies.

"I think so, but it's no good asking...hence why it's her own s_ecret_ stash. I guess she's looking out for number one, as always."

Lee ignored the bitterness in her tone, "I'll look into it but in the mean time..." they all followed his lead and looked up to feel soft drops on their faces.

"Maybe we should all head inside before it showers."

"It's been a long time since it rained," Carley voiced her thoughts and looked to Ben with a shrug. "Well, Ben, I guess you're saved from my esteemed teaching skills for now."

Ben smiled at that and shook his the mist from his hair, "Lucky me." he replied, enthused. He saw that everyone else had gone to their rooms: Clem was sitting at her desk drawing (the door was opened), and Lilly was stoically atop the RV with her rifle in her lap. Lee had been nervous about her operating a fire-arm, but had a feeling she wasn't going to try anything.

"You don't know what you're missing out on." Carley laughed.

"Yeah, you really don't." Lee teased sarcastically while Carley playfully narrowed her eyes at him with a smirk on her face.

"Excuse me but we're not all professors here."

"Guess not."

Ben looked back and forth between them and suddenly felt like he wasn't in that conversation anymore. His thoughts returned to his own sticky situation.

_Okay, so Lilly's got a supply...that's the only place I can get the bandits their stuff. Advil, Ibuprofen, and...and, oh shit, fuck, fuck! What were the other ones? Great, I'm going to get everyone killed because my idiot brain can't remem- oh, right, Antibiotics and- _

"Earth to Ben?" Carley's amused voiceinterrupted his whirlwind of panic.

"Huh?" he said, startled. Both Lee and Carley smiled at him and he felt his cheeks flush with the pink they had all grown used to.

"I owe Clementine a game of Go Fish, did you want in?" Lee asked and Ben blushed even harder. It sounded like they actually wanted to...well, hang out with him. If only they knew what he was going to do.

"Come on, Ben, we can make sure the professor here doesn't cheat." Carley winked at him and his blush was different then.

"Who said I'm gonna cheat?" Lee looked at her but Ben spoke over him.

"No, no, that's fine," he tried yawning, "I think I need to catch up on my sleep."

"Ok, not a problem." she said as they walked off. Ben watched as they left and felt a empty feeling in his stomach. Seeing how they were together, it made him feel lonely. Kenny had Katjaa and Duck. Lee, Carley and Clem...the only person like him was _Lilly_. He looked at her now and felt the pit in his stomach grow colder. He saw that she watched Lee and Carley pass and didn't miss the twitch of her mouth or the slight roll of her eyes.

Maybe Lilly was lonely too.

"I'm hurt that you'd think_ I_ would cheat." Lee told her, grinning now as Clem smiled eagerly at the doorway.

"Mr. Everett, are you insinuating that _I _would? The game of Go Fish is sacred, I would never tarnish that by sneaking an extra six of spades up my sleeve."

He shook his head and laughed as they met Clem who bounced inside with the cards spread out on Lee's bed. He didn't think about the way he gently raised his hand to Carley's back to bring her first through the doorway. It was a move of a gentleman, but something that had her heart racing.

For a long time, she felt a tingly sensation and thought that she really didn't mind how he had touched her... in fact, she liked it.

Once they were inside, Ben put his vague plan to action and as casually as he could, strolled past Lilly who wasn't paying attention to him at all. Her gaze was far-off in the distance as she played an old song in her head without giving much thought to anything else. Every rose indeed has it's thorn. Ben, thinking she had eyes in the back of her head, took light steps towards his room but edged his way to her door. He had his back to the door, keeping his expression casual and fumbled for the doorknob with his shackling he had opened it, he leaned back slowly before jumping inside and shutting the door just as quietly as a breeze would. Lilly turned her head just an inch, thinking she saw something in her peripheral vision. Ben was aware of how hard he was breathing and took deep breaths to calm himself down.

"Ok, ok, where would she put a secret stash?" he talked to himself to reassure that maybe he wasn't completely alone in this.

"Well, someplace..uh, secret." he answered himself frantically, and peeked through the curtain to see Lilly hadn't moved an inch. But he knew he had little time and his heart was hammering blood to his fully alert brain.

He searched inside the desk, under the bed, under the mattress and under the pillow (with putting everything back as perfect as he could) and nowhere did he find any trace amount of pills. When he opened the night-stand drawer, he was surprised to find a child's drawing in there. For a second he looked at it before disregarding it back in the drawer and closing it with a snap.

_Think, think, think...I'm Lilly, a professional, well, um...woman. Where would I put something I don't want anyone else to find?_

Something told him to lift up the mattress underneath his feet, and whatever that something is made him notice the lighter coloured floorboard.

"No way..." he muttered, lowering to his knees and pushing on it. Like a tooth, it swayed under the pressure and jiggled in place. A loose floorboard was a good a place as any and Ben lifted it like he was play Operation. His smile of relief hurt his face as he saw a white, paper bag curled up in the small space.

"Jack pot!" he exclaimed quietly, looking at the door as if expecting Lilly to burst in any moment. He felt guilty for taking the bag and five pill bottles (he was surprised by how much was there all stuffed inside) but was too happy to have saved Susan, and all of them, some safety. Hoping and praying that Lilly wouldn't notice the missing pills, he curled it back up andput back the floorboard, even taking care to take out any wrinkles he had left in the mat.

"I can't believe this..." he shook his head and felt like he had just won the lottery. He stuffed the pills in his letterman jacket and went for the door. First he peeked out the window and felt like a champ as he hurriedly went outside and shut the door behind him. Suddenly he noticed the sound of pills jingling in his jacket and his face paled as he stared at Lilly. She was across the parking lot and couldn't hear him but he felt like she could and he took one step forward, wincing at the sound. He took another like he was walking on hot rocks, until he made a run for it- feeling like screaming at the stupid sound. His mad dash for his room caught her attention and as he shut himself inside, Lilly furrowed her brow.

"Weird kid..." she muttered to herself, enjoying the cold rain trickle down the sides of her face. She could get her jacket with a hood, but something about the water made her feel...cleansed. And Lilly felt she was in dire need of a cleansing.

* * *

"Yo, Carley..."

"'Sup?"

Clementine giggled, enjoying herself a little too much. Their game of cards had mostly been a back and forth between Lee and Carley, but she liked listening to them...it reminded her of the way her parents used to tease each other. They even looked at each other the same way, but she would keep her observations to herself.

"You got any fours?"

"Looks like you're going fishing"

"Dammit."

Clem's eyes widened at Lee who looked apologetically, "That's a swear." she said, remembering how Lee had said 'shit' to her once in Herschel's barn.

"Sorry," he replied, "But I'm doing an awful lot of fishing.

"He's not lucky like you, Clem." Carley smiled, referring to the straight luck she was having. Clem felt bad for sneaking a look at their cards when they weren't paying attention but smirked all the same.

"I must have broken a mirror or something..." Lee said and Clem laughed out loud.

"That's seven years of bad luck." she pointed out.

"Seven years of fishing." Carley added as Lee rolled his eyes with a small smile on his face.

"It'll turn around." Lee shrugged while Clem poked his arm.

"Only a four-leaf clover can give you good luck again."

"That's right," Carley played along, "and keep away from black cats."

Lee gave her a look, "Alright, we've established how lucky I am..."

Carley coughed and it sounded suspiciously like, "Or lack there of." she grinned with mischief in her eyes.

"Can we get back to the-"

The door opened to reveal Kenny, looking very haggard like he just woke up from a nap. Katjaa's work on his wound was nearly finished, but the stitches still ached and his right sidewas more tired than usual. He surveyed them on the bed: Clem tucked up against the headboard, Lee sitting side on with his legs hanging over while Carley was curled up Indian-style. In their hands were cards, a messy pile in the center of the bed. For a second he found this very odd, but it didn't really surprise him.

"Hey." Lee said but Kenny ignored him.

"I'm the dinner bell I guess, rations are being served so..." he trailed off before turning and leaving the door open as he left. Time had went by faster than expected, the sky was darker and the rain was coming down stronger.

The bubble they had lived in for the past few hours had popped: Lee remembered that he had the RV shift that night, Clem acknowledged her hunger pains and Carley recalled the lesson with Ben she still had to finish planning. The famous words, _nothing gold can stay_ flashed in her mind because she felt the time she spent simply enjoying herself with Lee and Clem_ had_ been something golden.

"I guess you're saved from fishing, maybe you might have some luck after all." Carley said as they all got off the bed. Clem almost skipped to the doorway and took the liberty of going off, leaving Carley and Lee alone. They walked towards the door together, but she slowed to put her vest back on.

"Maybe you've got some luck too." he said with a slow smirk on his face. She looked at him, seeing his expression and wondering what it could mean.

"How so?" she asked curiously, he walked backwards.

"Well, that vest is waterproof isn't it?"

She sighed as he laughed, another remark about her vest and somehow she wasn't surprised. She may looked bothered, but on the inside her nerves were dancing.

"You better hope it is." she pushed his arm as they left out the door, there was something so normal about their teasing and shoving now. Or perhaps...the feelings that followed.

As they descended out into the rain, Lee couldn't help but look back at Carley and instinctually, they exchanged small smiles that spoke of something special, secret...and golden.

_Lay me down_

_Let the only sound_

_Be the overflow_

_Pockets full of stones_

**Song: What the water gave me- Florence and the Machine**

**Yikes! It's been a long time since an update and I apologize. I'll try to get another one out to you sooner. Take your time to review if you'd like, all comments are appreciated and make me do a happy dance**. **Again, thanks for reading/ reviewing/ alerts/ favorites.**

**Thank-you to someone who corrected me in saying that the bandits actually told Ben that they had his friend...hence Susan! That's a mistake on my part, sorry for the confusion. Too much Ben in this chapter? I actually like him after thinking more about his character, I hope I've conveyed that clearly. More Kenny and Lee in the next one, along with some Lilly and Carley...but they get into a heated topic! Any thoughts on what that topic might be?**

**Wow this is a long author's note, but I just feel like they were maybe too OOC in this...I don't know hence why I love/need you guys!** **Can anyone guess the 'golden' quote or the song Lilly was thinking about? ; ) **

**I shall fix the mistakes in this chapter later!**


	7. Angels and Demons

_"YOU BASTARD!" the animal snarled, feeling victory as the light in his prey's eyes faded. His own cuts and bruises were no matter, he didn't feel the glass searing his arm or the thud in his jaw. The animal in human form was furious and wanted blood._

_"STOP, LEE! PLEASE, YOU'RE KILLING HIM!" a frantic, petrified voice screeched to no avail. Nothing could stop him now, nothing. Her voice was a betrayal, her love was a lie. There was nothing left to give in to. The animal was raging, and not a thing would change that. What drove his rage was the look of pure ecstasy on her face when he caught them together. It was branded into his memory, the pin in the grenade. That was his_ wife, his _love_.

_To have that taken away was the worse pain one could imagine. Love, betrayal, hatred, it's all a fine line isn't it?_

_"PLEASE, PLEASE, STOP!" _

_Suffocating breaths, flying fists, staggered steps, a woman's screams mingled with sobs of anguish. This drove the animal's fire, lighting it's face to an inhuman mask._

He woke to the sound of the wind, rustling dying leaves and leaving a chill on his face. Shifting in his chair, Lee Everett shook his head as if to cast away the memories. Lately he felt like a compressed bottle, with so much to withhold- he was scared that he might pop. He didn't want to think about _her_, the beauty he once found bewitching was now a cruel spell. Alas, even his subconscious could be so merciless- and vivid images of that night became ever-so-clear. Lee wasn't a monster, but inside him was something so powerful and terrible and it gave him chills. Inside this man, there was a vile animal that would do anything and everything for the ones it loved. Protection, and undying loyalty were his strongest traits.

And sometimes, Lee was frightened by just how strong that animal was. It was caged, resting peacefully even, and he drew some comfort from that.

A break in the calm alerted him and he cursed himself for falling asleep. It was something he never did and heard Lilly scolding him already. Flicking his flashlight on, Lee carefully scanned what he could see from atop the RV and lingered on the tree-line. It was late, a luminous crescent glowed high in the sky. Already he thought to himself how beautiful the dawn would be...

The sound came again and he whirled the light towards the source of careless and slightly stumbling footsteps.

"Ah, fuck"

Lee instantly lowered his flashlight from blinding Kenny any further. Surprised and oddly content, he surveyed the sleepy and dishevelled man with amused eyes.

"Sorry, man." Lee apologized, his deep voice low in volume as to not wake up the sleeping motel guests. Kenny could barely see Lee's face in the dark and squinted despite how good his regular eyesight was.

"I better be able to see after this." he replied without humour. But Lee sensed it and knew, despite everything, the Kenny he trusted was still there underneath the scowls and glares.

"I'm sure you will, these flashlights aren't the brightest."

"That's for damn sure, but I didn't haul my ass out of bed just to chat about flashlights."

Lee knew this conversation had to come and braced himself: "I know what you want to talk about, but I think everything's already been said." he admitted, catching the brief glimpse of annoyance on his face.

"It ain't about that, jackass...it's about this whole motel situation."

"What about it?"

"I've been makin' some head-way with the RV and I know I'll have it up and running soon...I need to know what your plan is."

Lee had never really put much thought to the RV and leaving the motel. It had grown on him like some fungus, the aspect of the open road- without a place to go and where nothing was certain...it made him extremely nervous. Kenny had told him before about going to the coast, where he had his boat that they would hopefully find safety on, and Lee had told him he would talk about it with Clementine and see what she wanted. That conversation had never happened, too much had distracted Lee from sitting down and thinking about what would happen in the future. Wondering about what would happen _now_ was hard enough.

He would be lying if he said he wasn't surprised that Kenny would still want to offer Lee and Clem a place with him in the RV. Well, him at least.

"Still need a guy who can knock a couple heads together?" Lee replied with a smirk, and for the quickest second he saw the same amusement on Kenny's face. But then it was gone.

"I'm serious, we can't stay here forever, my plan has always been making it to the coast." Kenny said with some intensity. Lee sighed deeply.

"Plans change."

"What do you mean?"

"I mean, look at this place, we're safe, we've got food...it's alright here, calm even. I don't understand why you would want to risk all that." Lee admitted. The motor-inn was, in a word, good. It was _good enough_.

Anger flashed on Kenny's face, "You know damn well how long this _calm_ will last. It's only a matter of time before this place gets flipped upside down, nothing is guaranteed now; _nothing_. And I'm not waiting around until that happens, I've got a family to look after, a responsibility. The further they get away from the city, the fucking better. We're cats on hot rocks here, biding our time. The St. Johns found us, who's to say that something else won't?"

They held each other's measured and aggravated stare, seeing who would be the first one to break. Eventually, Lee looked away and clenched his jaw. He knew Kenny was right, but for now he would have to be wrong.

"We're safe here, Ken. And I'm not going to let anything jeopardize that. Yeah we've had trouble, but nothing we couldn't emerge from!"

"You think we all _emerged_ from that dairy?"

Lee froze and closed his eyes, suppressing the meat locker from flooding back into his memory.

"Look, it's going to take some time before we all start to function normally again. Then we can have this conversation about leaving. Rational decisions," Kenny's eyebrows twitched at Lee's words, "have to be made when everyone is in their right state of mind."

Kenny found himself boiling, "You think I'm crazy now? That I didn't think _rationally_ in that fucking meat locker?!"

Their voices had escalated above the low whispers in which they had begun. It was loud enough for them to not notice a skinny, tall figure slip between the dumpsters with a rattling letterman jacket, or how a window opened wider and a door creaked open. Neither Lee or Kenny could see a woman with wide, emerald eyes peek at them from her room, or a scowling face by her window just twelve feet away.

"You really want to know what I think?" Lee asked with a severe look that suggested Kenny did not want to know.

"Yeah, I really fucking do!"

"I think-" Lee caught the anger before it became too much, he calmed the animal in it's cage and sank back down in his chair. No, he couldn't argue with Kenny- not when he was so concerned about the frailty of the group. He could not make an enemy out of this man.

"I think," he repeated in a much lower voice, "That too much has happened. I think that you need to take a fucking breather and concentrate on _right now_. There's been enough fighting, enough lines being crossed. Is it so hard to just be thankful that no one else has died? We've lost Larry, Mark,_ Doug_...it's too much, it's all too fucking much to start risking more lives so soon. We're okay here for now, something we need to take advantage of."

Kenny was silent then, it was so silent that Lee could hear the leaves dancing again. He knew his words had sunk in, he only hoped now that the Kenny he knew wasn't so far gone. In truth, he had expected Lee to maybe yell at him (or wanted him to?) And tell him all the things he had done wrong. Because there was so much he had done wrong, so much blood he could feel staining his hands. Kenny was not a bad man, but a man with struggle. And now he felt tears, angry and tired and frustrated tears welling up in his narrowed eyes. Lee was right, he was fucking right. But then why was he so sure that he was wrong?

"You better think harder," he replied at long last. His voice was so beaten that Lee felt sorry for him. "Because not everyone is going to fit into that RV."

With that he left. Feeling Lee's eyes on his back, Kenny held his head steady but that didn't stop the shaking of his hands. He could appease them for now, but the coast had formulated into the only place his family would be truly safe. And really all Kenny cared about was them, he hated the uneasy feeling in his gut. He was certain that as soon as he got his family on that boat, the feeling would go away.

He didn't know that the jittering in his stomach, the gnawing of his mind, was something he didn't dare let himself acknowledge: guilt.

Carley had trouble getting to sleep after listening to Lee and Kenny. In her own opinion, she agreed with the former wholeheartedly. Kenny was pushing them all so much, it was beginning to break them. Lilly was just as bad, but her behaviour lately could be excused. She felt so confused: what was going to happen? How long would it be until someone else died or was _killed?_ The shift was so troubling, and just like from night to day, she felt troubled by the coming dawn.

She lay restless amongst her one, single, light blanket and felt the cold seep into her bones. Suddenly she thought of the pharmacy again, and the moment in which she met death face-to-face. She began to question it all again, why Lee had chosen _her_. It made her head spin and for a second she teased herself with the reasons why. Why was he so appealing to her now? Her thoughts concerning Lee Everett had always been so easy to understand. He was a convicted killer, a man misunderstood maybe. Her feelings towards him had always been stoic. There was no buzz at the slightest brush of his fingertips, or charge of exhilaration when his dark eyes locked with hers. When she first met him, she trusted him naturally. Like pieces of a puzzle fitting together, she trusted his word and his actions without a trace of doubt. The darkness of this one man became a mere shadow, his light radiated so brilliantly that she found herself blinded by it. She saw him now, telling her that everything was going to be alright. That they would all get through this. His lips were in a soft smile, small creases in his smooth, dark skin. The eyes she had always found so inviting glowed with familiar and comforting warmth. Kenny was far from her mind now, all she could resister was how close Lee's face was. His voice, so deep and velvety it left her heart racing.

Something had changed between them, she knew that much and what she was supposed to do about that was still a mystery. Suddenly she felt like going to him and telling _him_ that everything was going to be alright and that he didn't have to carry all of the group's drama on his own. Because she wanted to help him...she wanted so badly to help him.

They were a team weren't they?

* * *

The morning brought a cold and fierce wind and the atmosphere was even colder. Kenny didn't touch his food, grumpy as ever and sat with his arms folded tightly across his chest as he sat on the sofa with a quiet Katjaa who would ask him every now and then about how his stiches were holding up.

The group was missing two of it's number, Carley and Ben had left for shooting lessons as soon as the sun rose. Lilly was enduring her shift on the RV while Clem kicked her tiny red ball against the garbage can. The pang of rubber hitting metal became almost hypnotic. Lee was wary of the cold and was glad that Clem wore her hoodie. He would never regret taking those station wagon supplies, it was brought food in all their stomachs. Lee's eyes were constantly fixed on the wall, watching and waiting until Carley and Ben came back. It was like some part of him was missing, the part of him that yearned to see a certain woman smile again. He knew he wouldn't rest easy until they (_she_) came back, so he busied himself with fixating on Lilly. Slowly he made his way over to her, as if not wanting to be overheard.

"Hey." he began, looking up to see she didn't move her head.

"They're not back yet." she replied tonelessly. He stood awkwardly.

"That's not what I was going to ask." he said, not having the faintest idea what he was doing.

"Then what do you want?" she inquired, tilting her head to look at him.

"...are you ok? I mean, um, how are you doing-"

"Cut the crap, Lee." she interrupted sharply, "I'm not about to blow my brains out if that's what you really want to know."

Oddly enough he felt reassured, "That's, ah, good to hear. But there is actually something I wanted to talk to you about."

"Go right ahead."

"Well you have to let me explain before-"

"Did something happen?" she asked suspiciously, raising an eyebrow. Peeved, Lee shook his head quickly.

"No, everything's fine. I just wanted to talk to you about...going back into the city."

Already she opened her mouth in protest, but from the look on his face she just pursed her lips as her expression tightened.

"This ought to be good." she muttered.

He sighed again, "Yeah, I know what you're thinking and believe me when I say I feel the same way. But it's getting colder, I can feel it. And we left a lot in that pharmacy, a lot of medication that we're gonna need."

If it was any other person, she would shut them down right there and then. But this was Lee, and she let him speak.

"I'm just saying that we should think about going back in, it's better to be safe than sorry."

Lilly clicked her tongue and looked over at Kenny who was talking with Katjaa while he grimaced.

"Did you talk to Kenny about this?" she asked, somehow needing to know badly if he had.

"No, not yet." he replied shortly. This made a rush of satisfaction pulse through her and she smirked briefly.

"Well," her tone was less harsh, "I can understand what you're saying, but we're doing fine with what supplies we've gathered from the station wagon, or, _stole_ from the station wagon whatever. We can think about going back into the city some other time."

Lee felt extremely relieved and somewhat proud of her behavior and it showed on his face.

"That's all I want."

She narrowed her eyes playfully, "Surprised that I didn't bite your head off?"

He chuckled, "Maybe just a little bit."

_So am I,_ she thought.

* * *

If he wasn't so heavily disgusted from the events of last night, Ben might have been proud of himself for doing so well in the shooting lesson. Carley had taken him to the same ridge by the waterfall and gave him smart pointers about how to hold and aim his firearm. He didn't feel nervous, something she had been surprised about. Ben was hardened in a way and she might have asked him about have it not been for the curious look in his eyes that suggested whatever he was feeling, he wanted to keep it to himself. Carley could respect that personally, but kept glancing at him every now and then just to make sure the creases of his forehead were not too deep. The idea of Ben becoming like the rest of them, cold and silent, was extremely troubling to her. She was so used to his stumbling, loveable nature by now that anything else seemed too different. Carley was not fond of change, but juggled with the motor-inn situation as they trekked back through the forest. She was so caught up with arguing the pros and cons, that she didn't see movement to the far left.

In the bushes, a man with thick, dark eyebrows watched with a scowl upon his dirty face. A black bandana wrapped around his head, spiking his short, black hair more than his hair-gel ever could. He recognized the boy in the letterman jacket as the one who had given Charl supplies last night. Rory was a patient man, and therefore was given the task of watching over the motor-inn to make sure they attempted nothing that would suggest their 'deal' would be broken. With the skills the new world had given him, Rory slipped through the bushes and rested behind a tree- his eyes found interest with the woman who wore a vibrant, purple vest over a white long-sleeve. She was beautiful, but mainly a woman. The latter was more important really, and he found desire heating up his area of which he so desperately wanted to use again. But as well as patient, Rory was not like his 'brothers'. He was a quiet, thoughtful, skillful man that stayed hidden in shadows as he followed the odd couple. Even Ben, who was constantly on high alert ever since leaving the motor-inn, didn't notice their follower.

Rory followed them until they had reached the road and watched curiously from the tree-line as he got a brief glimpse of the people behind the wall. Leaves fell lightly around him as a strong breeze gusted, and he crept backwards into the shadows before he caught any attention. He found a place nearby that he positioned himself in, and used binoculars to get a better look at what the motor-inn survivors were up to. A tall, dark-skinned man walked towards Ben and the woman, another woman sat on top of an old RV while an almost middle-aged couple rose stiffly from a couch. Charl was worried about these people? Rory scoffed to himself in the silence, they posed no threat. It was almost embarrassing. But he knew his orders and endured the icy wind as it bit at his exposed neck, and hoped he wouldn't have need for his group's recently acquired medication.

"So how was your lesson?" Clementine was the first to ask, having been worried all morning. Ben shrugged and looked delicately at the smiling little girl.

"Alright." he replied without much volume. Kenny, Katjaa and Duck stood around and watched curiously.

"More than alright, Ben here only missed the target twice. I didn't really have much to tell him." Carley spoke, despite the boy's burning cheeks.

"Yay, Ben!" Clem beamed, thinking that he would feel less sad now that he had 'proved his worth' to the group. She didn't quite understand why proving yourself was so important, and wondered how she was going to prove _herself_. If she didn't...would they kick her out on her own? She felt silly then, knowing Lee would protect her, but was left with a curious feeling. Lee couldn't protect her always...

"Atta boy." Ken added.

"I knew you could do it." Katjaa said not long after.

"Does that mean we all get to have shooting lessons?" Duck asked, confused.

"No, Duckie," his mother replied quickly at the idea of her son holding a gun, "not all of us."

Duck looked slightly disheartened and shrugged his shoulders before a smile lit up his face only a moment after.

"And I guess you remember what your dad taught you," Lee said as he made it to them. Ben looked up, rubbing his hot cheeks.

"I guess." he said.

"Lee." Lilly said cooly. She nodded towards Ben and Lee held out his hand.

"You know the drill." Lee said as he remembered and Ben handed him his rifle. They had a rule: the only locked and loaded firearm would be the one used on watch, best not to have so many guns floating around. It had been Lilly's idea and in her room she kept all of their guns stacked on her dresser. Really she couldn't care less how well Ben had shot, in truth she felt uncomfortable as she remembered her own failed lesson. What was so magical about Carley's teachings anyways? It was like getting a lesson from her was a lesson from God himself.

"Right." Ben said, watching as Lee put the safety on. Both Kenny and Carley had a strange feeling. The former glared slightly up at Lilly, not liking the tone in which she had said Lee's name. But it all added to the idea of them together, Lee was her main guy now. Carley didn't think so extremely, but wondered how deep their relationship actually was. For Lilly to trust Lee or anyone in that matter, was something to think intensely about. She wouldn't admit to herself that there might have been some childish anger she was feeling as she saw Lilly appraise Lee like some pretty pet.

"You can start your shifts tonight." Lilly said to Ben directly, the young man squirming guiltily underneath her gaze. He wondered if she noticed the absence of the pills he had taken, and felt a wave of sickness as he tried to think of how he would get the bandits' supplies they would come looking for in just four days. He had four days to come up with some kind of plan and his expression paled visibly.

"Right." he repeated, obeying without complaint.

Carley frowned, "Maybe he needs some more time, no offence." she added to him. Ben shrugged, his gaze returning to the cracked concrete. Lilly tilted her head in annoyance.

"We don't have the luxury of time, he needs to be prepared." she replied icily as Lee watched with an uneasy expression. Carley put one hand on her slender hip.

"And he will be, but he's just learning and maybe it wouldn't be so wise to stick him up there just yet."

"If he can aim, he can pull the trigger. He doesn't need three weeks to learn how to shoot a fucking gun."

Clem closed her ears and exchanged a look with Duck, normally the adults never swore in front of them and she knew Lilly was getting angry. Kenny decided to step in then.

"The boy can take the shift, it's not like anything happens anyways." he said before steering his family away back towards the RV. Lee noted how Kenny was separating his family and wondered if he should take meaning from it.

"I'm not saying three weeks, just a few days at least. I can get him more comfortable-"

"I've heard enough. Ben, you're taking Kenny's shift tonight after supper. Understand?" Lilly cut Carley off in a very rude matter and the news reporter opened her mouth, making a very pissed off sound. She looked at Lee and was slightly irritated that he remained silent.

"Yes, ok, I-I understand." Ben said, thinking it was his time to go.

"You don't-" Carley began angrily at Lilly, but Lee interrupted desperately.

"It doesn't matter what we say, it's up to the kid. Ben, do you think you're ready?" Lee eyed Lilly who scoffed.

"Yes!" Ben exclaimed, "I don't want to make a big deal out of it, but I'm ready. Thanks Carley, your lesson really helped."

Carley bit her lower lip, "You don't have to say that just to appease _her_." she hinted at Lilly whose complection tinted pink.

"Excuse me?" Lilly interjected, insulted.

"No, no, I really can...thanks." Ben wanted so badly to take cover, and nodded before walking off towards his room. Lee raised his eyebrows at the tension between the two women.

"What was that about?" Lilly asked harshly, her brow creased. Carley crossed her arms defiantly.

"That kid has been through a lot, you need to cut him a break- ordering him around like some soldier." she replied evenly, not knowing why she felt the need to stick up for Ben. Lee knew Lilly's background and her tactics naturally had a military edge.

"We've all been through a lot, Carley, and I'm not going to make this easier on anyone."

"If you'd just relax-"

"Relax? Don't tell me to fucking relax."

"Come on, what are we doing here?" Lee said, feeling that they were both being foolish. "If Ben wasn't ready, he would've said no to taking the shift. You're both making a mountain out of a mole-hill."

Carley looked at him oddly and he felt that he had done something wrong. Was he supposed to side with her? Lee was a man that chose no sides and he wasn't about to start now.

"Carley has been looking for an excuse to bitch at me for a while now." Lilly explained rather ignorantly.

"Oh, really? Please enlighten me, who would have a problem with you?" Carley said sarcastically and rolled her eyes.

"Ha. Ha. Ha. I'm not going to be Miss Sunshine, excuse me for telling it like it is."

"You're so full of-"

"Stop it, will you two listen to yourselves?" Lee shook his head, disappointed in so many ways. He looked disgusted as he left them and Carley's anger fizzled when he brushed past her. Lilly licked her lips, her expression rigid.

"All I'm saying," Carley said in a much calmer voice, "Is that you need to cool off. I know you've been through hell and I am truly sorry for your loss, but you have to think about what it's doing to the rest of us. We're all in the same boat: the same, rusty, sinking boat." she chuckled out of exasperation. Lilly looked almost sickly.

"Did you see your father being murdered right in front of you?" she asked, fake curiosity in her cold tone. Carley looked down and felt pity for the woman.

"No, I haven't but I've had my fair share of sorrow. We all have the same story."

"I doubt that, no one understands...no one can comprehend..."

"Except Lee?" Carley asked, looking straight in Lilly's eye. That moment something passed between them, a quiet challenge of sorts that burned in their chests.

"He's done more for me than the rest of you." she replied, her voice now much quieter like she was muttering to herself. Carley bit the inside of her cheek, trying her best to ignore the childish envy and anger that sprouted inside her. It unnerved her to think about Lee and Lilly, to acknowledge how much trust they had for one another.

"That's because you lash out at the rest of us," Carley said after a few moments, Lilly was silent. "Maybe if you let people in, you wouldn't be so disappointed."

Carley turned on her heel, her hands in her back-pocket as she went to find something to do. She was aware that Lilly stared. She wasn't aware that she glared instead.

* * *

Clem gasped as Duck plopped down next to her. She was sitting by her board with her crayons and chalk littered about in a messy diversity. Hurriedly she covered what she had been drawing, an automatic response. Duck picked up a piece of crayon and began to fiddle with it mindlessly. He had a tendency to do that, to just come near here and say nothing but pick at something. Sometimes it was her hair, she was thankful her crayons were there to distract him.

"Hey, Duck." she said, her nerves relaxing.

"Hey." he replied soon-after, dragging the blue crayon along the concrete next to him. Aggravated, she gritted her teeth as she saw the top being pushed down.

"I can give you some paper, you don't have to do that." she said, ripping a sheet out from the stationary.

"No thanks."

"You're supposed to use chalk on the ground. Not crayons..." she felt defeated as he put the crayon back- half it's length already gone.

"Hey, you know what would be really cool?" he ignored her, something else he was famous for.

"What?" she replied without much feeling, returning to her drawing.

"If I found my cyborg." he smiled, laying back on his hands and looking dreamily up at the grey sky. Clem resisted rolling her eyes.

"Cyborgs aren't real, Duck." she told him severely, feeling confident. The young man already had an answer for her.

"Dad told me monsters weren't real, but they are now. So, cyborgs must be real too. I told you." he said impatiently, now flicking a strand of her curls that fell from her cap. She slapped his hand away.

"No," although she couldn't really disagree with him about monsters being real now.

"Anyways, want to play cops and robbers after supper? I'll be the robber."

He always was.

"I don't know, I want to finish my drawing."

"What are you drawing anyways?" he asked, peeping over her shoulder. "Is that a plant?"

"Ssh!" she hurriedly put her hand over his mouth as Lee passed. He didn't notice them, his attention preoccupied by Carley who was talking with him in a very low voice. Duck's eyes were wide as Clem hushed him. When it was safe, he took gulps of air as she released him.

"Don't ruin it!" she scolded as Duck made a motion that his lips were sealed. When she got back to work, he playfully curled and tugged on her hair again while going on about some story of a giant squid and shark and who would win. In the near future, the annoying tugging sensation was something she would eventually reflect on and miss dearly.

* * *

"How did it go after?" Lee asked Carley as he shut the door to his room. She had wanted to speak in private about something he could only guess.

"I don't know if I could classify it." she breathed, sinking down on his bed. He took a seat next to her, too far away for her liking.

"I know what she's like." he confirmed, bringing a hand over his head tiredly.

"Yeah, apparently you do." she said rather sourly. Lee raised his eyebrows.

"Something bothering you?" he asked with concern, if there was something Carley wanted to ask- he would answer it honestly.

Her expression was torn, "I just don't like the way Lilly is acting, how controlling and bitchy and-"

"Is that so different from before?"

"No," she laughed, "But I just...don't like the way she treats you."

Carley looked up at him through her lashes as if embarrassed by her words. Lee pondered momentarily.

"Treats me..." he repeated slowly.

"Her and Kenny are worse than politicians, always going at each other's throats, " she explained, "and every time she looks to you for back-up, like she expects you to go against Kenny as well. I don't want her to make you chose a side. That's all."

Was it all really? Lee began to wonder.

"I'll do what's best for the group." he said after a few moments. She smiled and the look in her eyes softened to an emerald glow.

"I know you will, nothing is going to make me doubt that." her voice held some sort of affection that he felt his whole body inflame with. Now he felt proud but so utterly lost in how she was looking at him.

"I've been meaning to talk to you about something." he said, blinking hard and breaking away. She looked attentive, "Ok." and she was kind of excited. By the look on his face, it was something important and she loved that he would trust her with whatever it was.

He struggled for words. How could he tell Carley about his dreams? He felt like there was an impossibly heavy weight on his chest and she being the only one who knew his real past made him feel inclined to tell her about something so personal.

"Lately...I've been having these, dreams." he began, focusing so hard on what he was trying to say that he didn't notice her inch closer.

"About the dairy?" her voice was almost a whisper.

"Nah," he shook his head and swallowed, "About...that night I-"

"Killed the senator?"

"Yeah, that." he rubbed the back of his neck awkwardly, avoiding her gaze. She knew how he felt talking about what had happened a million years ago, and looked sympathetically at him.

"It's not so unusual to be thinking about such a traumatic time in your life." she replied honestly. When she first heard of Lee Everett, she thought: murderer, evil. She was a news reporter and could only judge based on the black and white facts given to her on page. What a fool she had been. This man was far from evil and now she had trouble understanding why he could commit such a cold crime. Sometimes it was easier to just forget.

"That night...I lost it, I completely lost control of myself. Sometimes it's almost like it never even happened." he rested his elbows on his knees and leaned forward, almost talking to himself. "But now, all the fragments are coming together and I don't know why _now_. Isn't it too late for that? I mean, I can't ever make up for that night..."

"You want redemption." Carley concluded, he turned to look at her and listened hopelessly.

"You want what everyone wants, a second chance to make things right. I know what you did, and you know what you did, isn't knowing that it was wrong enough? I'm not trying to water it down, but you should forgive yourself."

"I can't." he leaned back, his hands firmly on either side of him on the bed. Carley reached forward and placed her own hand firmly on top of his. He looked at her and then to how pale her skin looked against his own.

"I can." she said finally, her eyes burned. "I know what kind of man you are, I've seen the good you've done and it outshines the bad."

"What kind of man can I be, I committed murder in cold blood!" he was angry not with Carley, but with himself.

"You made a mistake, we're all entitled to one every now and then." she said smartly. This wasn't forgetting your keys, this was killing another human being.

"Carley..." he trailed off, thinking how ridiculous her statement was.

She blushed, "I know it's different, I know it was wrong...but it shouldn't define who you are. We focus on the bad too often, and tend to forget about the good."

She leaned forward, her eyes searing into his.

"Don't forget you're a good man, Lee. Because I won't. You've already found redemption, you've already made up for that mistake."

"H-how?" he asked, soaking her warmth in. She smiled and it took his breath away.

"You saved that little girl. Without you, Clementine would not have made it. You preserved her, protected her, and will continue to do so. If that's not redemption, I don't know what is."

He paused, thinking hard. Clementine meant everything to him, without her light the world would be a dark place. Lee hadn't thought of anything making up for that night, but owed it to himself for his own forgiveness. Carley forgave him, that much was clear. She had so much faith in how good he was and it made him feel guilty because Lee had his demons, but was Clementine his angel?

"The past doesn't matter, it's a pain in the ass to think of what could have been. And you owe it to yourself to forgive that night, because you won't be able to move on until you do."

_Move on from her...move on from myself._ He thought suddenly and could greatly appreciate how close Carley was to him now. It happened so quick he didn't have time to react; for a quick second her soft, full lips pressed upon his cheek. She lingered there for a moment, and his heart nearly stopped entirely. Lee was so shocked and flustered, he couldn't say anything. Her face red, Carley felt like her lips were burned and stood from the bed.

"I should go check on the kids, see what they're doing."

He cleared his throat, trying to seem casual.

"Yeah, yeah...yeah." he replied, nodding vigorously. She smiled and exited rather hurriedly all the while feeling slightly proud of herself.

Lee tingled all over, mindlessly raising his fingers to where she had kissed him. It was then he thought that Clementine might not be the only angel in his life.

**Song for this chapter: Mercy of the Living- Bear McCreary (something different, but it sounds almost angelic and carries the tone of Carley and Lee's conversation) The theme of this story perhaps.**

**Here we are again! I hope you enjoyed this chapter, I've taken CarLee up a notch but I hope you can all see the deeper connection they are having as Lee opened up to her about his dreams. Please leave your thoughts on this rather late coming chapter!**

**I had to include that little Clem and Duck scene, their friendship is something I've always highlighted whilst playing the game and I do not look forward to writing the events of episode three because of what happens to him (SPOILER)** **Can you guess what it was that Clem was drawing? I would be really impressed if you could. PS- check out my poll on my profile!**

**I believe some clever reviewers got my questions right! The song was Every Rose Has It's Thorn- Poison and the poem was a lovely piece from** **Robert Frost entitled 'Nothing Gold Can Stay' I think it really fits this story.**

**Ciao!**


	8. No Turning Back

_Holy water cannot help you now_

_A thousand armies couldn't keep me out_

_I don't want your money_

_I don't want your crown_

_See I've come to burn_

_Your kingdom down_

There were no words to described exactly how they all were feeling: anger, hatred, relief, confusion, guilt...it was all muddled into one tense mess. The recent horrors of the motor-inn and the attack of the bandits made their heads all spin. Blood had come to a fizzing boil and one woman had fallen from the edge of what sanity the group had been trying to preserve.

All of which gave the atmosphere a hot, racing pulse that electrified the very air with a nervous charge. Something was about to happen, Lee Everett could easily predict as his gaze flickered from each disturbed expression. Kenny had gotten the RV working, and just in time too, they had escaped both the walkers and bandits because of the damn thing. But the cramped, musty, old vehicle wasn't the biggest issue.

Lee steadied himself against the sudden rock of the RV hitting uneven pavement; leaning against the tiny sink. He looked at Lilly who was standing next to him, one hand on the wall and peering forward at Ben and Carley who were both sitting- unnerved by everything. Ben looked terrified, his face as pale as milk and his skin crawling with what Lilly would do to him if she found out that _he_ was to blame for it all. Ben had been unable to salvage much from the past two weeks since his deal with Charl and the bandits. Sneaking from Lilly's supply had gotten harder, especially since she had noticed and hardly left her room. And getting Lee to ask around about the flashlight he had broken one night...he looked at them now, looking very much like a unified front. Ben squirmed and crossed his arms as if to shield himself- he looked down.

Carley sighed, clenched her jaw and relaxed against the cushioned seat, feeling every muscle in her body give way. She couldn't bring herself to think about why the bandits had attacked them, because she knew it was long coming: they had stopped the St. Johns after all and they were the source of their food supply. Revenge being dangerous nowadays was increased ten-fold. She recalled being shoved to the ground, a gun pointed at her head and shivered in her beige jacket- wishing she had her vest. Frowning, she remembered how all of their supplies was left back at the motor-inn, but the aspect of clothes and food didn't matter at the moment. All that mattered was putting as many miles as possible between them and Macon. At least Clem had her little, sky-blue back-pack, tucked underneath the table.

Clementine was seated beside her and sniffed away tears that hardly showed, she didn't feel like crying which was a surprise: she had nearly been killed by the bandits and walkers...shouldn't she be a sobbing mess right now? Clem cautiously looked at Ben, who was more scared than she was, and was about to say something before Lilly broke the silence.

"So, nobody has anything to say?" she spoke, her tone accusing and harsh. Her glare gave Clem chills but it never fell upon her, Lilly was primarily sneering at Carley. She felt the woman tense beside her like a puma coiled just before a pounce. Carley had never been afraid of Lilly: it was both brave and foolish and why she didn't hold her tongue.

"What's there to say?" Carley replied with a shrug of her shoulders, attention at the front of the RV was caught.

"Can somebody please explain to me how in the actual fuck all that happened, or am I the only one wondering?"

"The bandits had our number for weeks, could've been watching us the whole time." Lee added, ignoring the feeling that there was something much more deeper than that. He would have liked it if everything was so shallow but the evidence remained. He and Lilly had discovered that _one of them_ had been slipping the bandits supplies._ One of them_ didn't make their last shipment and that was why they had attacked. _One of them_ was to blame for all of this but Lee didn't have any sort of clue who in the hell it was. He had a feeling Lilly wasn't going to rest until she found out.

"Nobody is dead, can we just be thankful for that?" Carley complained, not wanting any drama at the moment.

"Katjaa has her fucking head split open!" Kenny exclaimed from the driver's seat, his wounded wife in the passenger with Duck cuddled in her lap. Blood slicked back the blonde hair at her left temple and stained her cheek, the self-made bandage she had made was working but not fully. In truth her head was ringing from where she had banged it against the desk in a tumble from walkers, but Katjaa put on a brave face and hugged her son closer.

"I'm fine, Ken, honey- really, I am." she assured him and frowned slightly. The road ahead was dark and bumpy and she had a feeling it was excruciatingly long for many reasons.

"You start to feel dizzy or anything, you let me now." he added under his breath as voices escalated behind them.

"Of course." she replied quietly.

* * *

Lilly tensed forward, a fierce lioness with her heart hammering against the cage of her chest: "Carley, is there something you would like to say?" she accused heatedly, the other woman tilted her head and narrowed her eyes that iced to hard emeralds.

"Excuse me?" she replied, insulted.

Immediately Lee was alert, frowning at such a suggestion that Carley had anything to do with what had happened. There was not the slightest possibility, and he grew furious that Lilly would even imply such a thing.

"Someone's been sneaking supplies to the bandits, my guess is they didn't get their last shipment- that's why they attacked us! It's someone here, right now...a _traitor_." Lilly breathed, her voice as loud as ever.

"Lilly." Lee warned, knowing the woman was about to go too far.

"Can we not do this now? We just survived one ordeal...look, we rest, eat, and then sort this out." Carley said rationally, visibly calming herself down as Ben's hands began to shake. He balled them into fists, "Yeah, we've all been through-" he began weakly.

"Shut-up, Ben, it could've been you for all I know." Lilly snapped, the boy gapped like a fish out of water.

"That's enough, Lilly." Carley said, her eyebrows creased.

"I didn't do anything, I swear!" Ben replied a little too fast.

Lee caught the look in the young man's eye, but was more concerned about Lilly.

"Well one of you did it, and I'm going to find out who."

"You're crazy." Carley muttered, the former woman practically snarled.

"Am I? I haven't been imagining this. Tell them, Lee." Lilly looked angrily towards the only person she _could_ look to and hoped to find the support she needed. Lee reminded himself that he took no sides, but the facts laid with Lilly this time and he had no choice but to relay them as honestly as he could. He didn't like pointing fingers, and repressed the very idea of any of them betraying the group. But he was lying to himself and his cheekbones flashed as he clenched his jaw.

"It's true," he said sternly, all eyes flickering to him, "There was a grate outside the motor-inn, and a bag full of our medication inside: a drop-off. Someone's been trading with the bandits, right under our noses."

Lilly looked satisfied and content, crossing her arms with a small smirk on her lips. There was something so good having Lee on her side, it lit a warmth inside her. Maybe she wasn't so alone after all. Hell, her and Lee made a great team...

"And who would do that?!" Kenny asked angrily, whipping his head around momentarily. His hands tightened at the wheel.

Lee shrugged his shoulders and Carley looked at him worriedly for some reason. He remembered how close they had become over the last four weeks, there wasn't a thing he wouldn't share with her and he trusted her more than he trusted himself. Carley was simply...one of his angels. The comparison made him feel embarrassed but he rethought how he had once called her that. Her and Clem, both so warm and bright- his own personal suns. He tried briefly to smile but she looked away.

"Let's start with the obvious," Lilly began looking at Ben, "who is the least trustworthy? Someone _weak_, _scared, and so easily manipulated._" her tone even gave Lee chills and the young man leaned away quickly.

"I-I didn't do it! I swear! Please!" he replied, shaking his head. Carley glared, she had always felt protective over Ben and it showed now.

"Leave him alone, he didn't do this-"

"So _you_ did?"

"Of course I didn't! Let's not do this now-"

"Calm down, Lilly." Lee agreed, the woman swelled like an ocean current in a storm.

"We're dealing with this fucking NOW! Carley, you're always so eager to see what we bring back from the drugstore...and Ben, I barely know you at all. Or maybe it was both of you, I've seen you together!"

"Can y'all settle down back there?" Kenny's voice hardly registered.

"Carley didn't do this," Lee said confidently with flickers of annoyance, "She's the most trustworthy person we have, no way she's guilty."

"Thank-you, Lee." Carley was shocked but her expression warmed fondly when she saw how serious the man actually was.

"Of course you would say that," Lilly spat, "You're blind when it comes to her, you're ignoring the facts here, Lee."

"And what's that supposed to mean?" Both Lee and Carley exclaimed at once, which only made Lilly more angry. Letting out a furious groan, she slammed her hand against the wall in frustration.

"It's-" she began before the RV swerved dangerously. Clementine screamed as something rattled beneath them, Kenny cursed aloud as he slammed on the breaks. The RV came to an abrupt halt.

"Hit a walker, I think." Kenny informed them all, cutting the engine with more force than needed. Katjaa swallowed hard as Duck groaned, she held him even closer- ignoring what she had found only moments ago.

Lee, pained by Clem's expression, watched as Carley comforted her.

"Everybody, out." Lilly ordered, passing to get to the door.

"Lilly-"

"_Out._" she repeated in a growl, slamming the door open. Ben slid out of his seat and rubbed the back of his head like he always did when he was nervous.

"Clem, you stay inside." Lee said lowly.

"But Lilly said-" the little girl began, her voice so small from witnessing everything.

"Stay." he said gently, rubbing her arm. There was no way he wanted her to see Lilly in such a tirade, and the revealing of the betrayer. She bit her lip and sat back down. Carley and Lee looked at each other, knowing they had only moments to themselves.

"I know it's not you." he whispered, the area was so confined- he could almost feel her against him. Her expression was sad and she reached out to touch his arm.

"She's lost it, Lee." she replied in a panicked whisper, her fingers left fire on his upper bicep. Such a feeling was not uncommon now, they found small ways to touch each other: familiar smacks, taps, pats, and even pinches when the mood was right. Neither of them felt any shame in it. They wanted to touch each other, it brought that desirable fire that Lee felt melt his bones. He followed after her, turning to look once at a worried Clem.

"Alright, let's put this to a vote." Lilly said at once as Lee stood randomly beside her. She took this to heart and held her head higher as she glared at Carley and Ben. Katjaa was listening from the passenger window, crying silently into her dazed son. Kenny, who didn't notice this, cursed once at the walker trapped underneath his RV. Lights from the RV flashed a luminous yellow as everyone gathered round. The temperature was cool, the trees were still. It was almost full-dark and the sky was a stormy, dark, blue. The only sound was the gagging and gurgling coming from the trapped walker Kenny had hit.

"Damn thing is jammed right under! God dammit, everyone keep your eyes peeled incase we get any visitors." he called to them, hitting the grill. Lilly rolled her eyes.

"Take all the time you need, we're not going anywhere. In fact, there's some important business to attend to."

"What are you yammerin' about now?"

"You know what, I think we shouldn't just kick you out. We should hear what everybody thinks." Lilly ignored him and turned to Ben.

Carley's mouth fell open as Ben's eyes widened.

"Please, I don't like this, just chill out!" he stuttered, flinging his hands out. Lee felt his angry rise as blood flooded into his neck.

"I'm not going to take this, you can push Ben around but you can't push me around." Carley spoke up for herself. Lee was about to vouch for her but he was reminded of the fact that this woman was no damsel in distress. And right now her dragon for slaying was breathing fire.

"Well I'm _so sorry_ you feel that way...but I'm starting to think for certain that it was both of you." Lilly surveyed both Carley and Ben with heated accusation and disgust.

"Ah, fuck, walker!" Kenny cursed the luck he was having.

"You okay over there?" Lee asked with some concern, Kenny rolled his eyes.

"Yeah, yeah, yeah..son of a bitch."

"You have no other options." Lilly spoke to Ben now, staring so intently that the young man seemed transfixed. It flirted with the tip of his tongue; everything he did, it wanted to come out so badly that he had to snap his lips closed.

"_Leave him alone_." Carley pressed, getting anxious now. Something was going to happen, she felt it.

"You can tell me it was Carley, and then everything will be fucking _right as rain_." she was still looking at Ben, enticing him, _coaxing_ him.

Lee had enough, "There's no way it was Carley, I've said it enough. Stop this pointing fingers shit, Lilly, _it wasn't her_. Hell, it could have even been someone sneaking into the motor-inn and stealing while we weren't looking!"

Carley hid a gratified smirk and it went unnoticed.

"That's completely idiotic- that's what you think?!" Lilly shot him down, honestly Lee knew it was a long shot. But what other explanation could he come up with to diffuse the ticking time bomb that was Lilly?

"Yes, it is." he said, unwavering. Feeling hurt, Lilly held her gaze and looked away. Lee was supposed to be on her side...this was not going as she had hoped.

"Ok, fine then, Kenny?"

The man looked exasperated as he gazed back at them, up to his neck with walker trouble.

"I don't know, fuck! Just, stop, would ya?!" he yelled.

"Well your vote counts for you _and_ Katjaa." she pointed out.

Ben felt like the noose was slipping onto his thin neck already, "We don't need all these VOTES! What do I have to do for you to trust me? I'll do anything!" the emotion and pleading in his voice made Lee feel uncomfortable but Lilly just looked amused. "I-I'll do watches for months!"

"Hah, like hell you will." she scoffed, knowing how new the kid was the holding a gun. She had only allowed him on watch during the day a few times.

"I'll get more food, more medicine! Anything, just-"

"YOU THINK ANY OF THAT IS GOOD NOW?!" she cried, embodying fury.

"JUST LET ME STAY, PLEASE! GOD, PLEASE!"

She spat to the side, her eyes were a molten brown.

"You're pathetic...look at you." her voice was laced with venom.

"He's broken, Lilly." Lee said lowly, sick to his stomach over everything. It was enough, Ben had had _enough_.

"I can see that. Do we need anymore evidence then this?!" Lilly gestured toward Ben.

"FUCK evidence, and fuck this whole damn thing! Stop treating him like this!" Carley exclaimed, her hands balling into fists. The women matched on expressions of torment.

"Shut-UP, Carley, UGH! I've heard enough out of you." Lilly said coldly. "Kenny, what's it going to be?"

"Just, give me a damn minute- I'm kind of busy here incase you haven't noticed." Kenny replied annoyingly.

"Need any help?" Lee asked.

"Nah, I'm-"

"Ben, you have until that walker is dealt with to tell me it was _her_ and not you!" Lilly sharply pointed her finger at Carley who was red in the face.

"Stop this, you're torturing him!" Carley wasn't the only one who could see the look of terror and sweat on Ben's face.

"That's enough, leave the kid alone, Lilly." Lee concurred. Lilly saw the way Lee and Carley shifted together, against _her_. They were all _against her_...

"_BEN_." she growled.

"No, no, please." Ben breathed.

"BEN"

"No!"

"Stop!" Carley cried.

"Lilly," Lee added.

"This is about trust, and I've never trusted you," water welled in her eyes as she looked wildly at them all. Her chest heaved, "I've never trusted _any of you!_" she screamed- mentally hearing her father's praise.

"I did it! Ok, I'm the one who traded with the bandits!" Lee panicked with another plan.

"What?"

The idea was so unrealistic that no one believed it for a second.

"Yeah, it was me- does that make you cool off the kid? I'm the traitor. If you're going to point your finger, point it at me."

Lilly laughed shortly, "I think you can be a real piece of shit, but I know it wasn't you. Not with _her_ in your life. You wouldn't jeopardize her safety." she tilted her head towards Clementine who was watching from the RV doorway. Lee gave her look and she blushed pink for not staying where she was told. Had she been there the whole time?

Up ahead, the sickening squish of flesh sounded followed by a victorious cry.

"There, I got 'em!" Kenny exclaimed mostly to himself. Ben paled even more, his back sodden with sweat.

"Please, can we just get back inside the RV?" he asked in defeat, already knowing the answer.

"That's not going to happen. Not for _you_ anyways." Lilly replied with such a threat to her tone that Ben's mind went blank and he felt his legs turn to lead.

"You think you're some tough bitch, don't you? Like nothing can hurt you...but you're just a scared, little girl. Get the fuck over it. Take a page from Lee's book and try helping somebody for once, not intimidating them like a bully. But that's all you really are, a sad, lonely, bully." Carley had never spoken with such bravery or truth. She told Lilly exactly what she had known all along. The woman was broken, the very image of it. And since she had nothing left, she filled herself with anger.

"_She thinks she can talk to me like_ _that...I've been keeping her alive since the fucking pharmacy and she thinks she can run her mouth at me?!_ _Ungrateful, ignorant, bitch!_ _Dad was right about her, he was right about all of them...even Lee- the man doesn't have the balls to do the right thing. Well, I do."_ Lilly screamed inside her mind, right now she was only seeing red. Right now she only saw how everyone's attention was turned towards Kenny, who was stomping the walker's brains out. Right now she was ready, and slowly inched her hand around her waist to the cool pistol in her waistband. It buzzed in her hand as she grasped it, she kept her face down.

Lee turned his head just inches, and those couple inches would prove to save a life. He saw Lilly as she reached behind her and knew immediately what she was reaching for.

Something snapped inside him: the animal.

Resting so peacefully inside him until now, Lee lost his focus as it wrenched free from it's cage. He could only hear the crack of a shot and he only saw Carley falling to the ground with a pool of blood around her head : a crimson halo.

He wasn't going to let it get that far. Nothing was going to harm her. _Nothing._

"Now, what's all the-" Kenny began, breaking off in shock at what he saw.

Lilly brought the gun out in front of her, aiming directly at Carley's turning head. But before her finger could close on the trigger, Lee had launched himself towards her- the force of his body knocking the wind out of her as they collided against the RV, which rocked. Clem screamed and there was a collective gasp, but blood was pounding so hard in Lee's ears he couldn't hear anything. His arm was slammed into Lilly's neck, the other pinned her armed hand against the RV. For the first time, Lilly was suddenly scared of this man. She saw nothing in his dark eyes, only the reflection of her shocked face.

"Drop it, _now_." Lee said in a tone she could hardly put to words.

"Lee?" Carley grasped her chest in shock, realizing what she had just been spared. Clem was petrified.

"S-She can't be trusted." Lilly said, barely audible. She was quickly losing feeling in her arm and struggled to breathe.

"I said, fucking DROP IT!" his breath was hot and his voice deafening. Lilly felt her knees almost give out and the gun fell to the ground.

"Whoa." Kenny muttered, everyone suddenly understanding what Lilly had meant to do. There was no famous anger back in her now, only...emptiness.

Carley was speechless but watched Lee as he picked up the gun, disarmed it, and threw it to the ground. She didn't know what to think, only that this man had saved her life once again.

"Kenny, what's happening?" Katjaa called frantically.

"I-It's ok, it's..." Kenny tried, he expression shifted to anger.

"Get in," he said to Lee, "We're leaving this crazy bitch!"

And in that moment as the two men exchanged glances, something fell back into place.

Lee stared at Lilly, emotionless- the animal roared in victory.

"Please, she can't be trusted. I'm only trying to look out for the group." Lilly's voice broke, Ben couldn't stand to be there any longer and felt tears of his own glisten in his wide eyes.

"You tried to kill me." Carley said, and her voice broke Lee's heart. She sounded so lost and confused.

"Lee." Kenny urged, "If she comes with us, how long before she tries to kill someone else? We ditch the bitch, good riddance."

Like a serpent, Lee felt his head twitch. He locked gazes with Lilly, all the while thinking of that crimson halo.

"You're not coming with us. I'm not letting you put anyone else in danger." he spoke finally, his tone held something that dared not be objected.

"What's going to happen to her?" Ben asked.

"I'll die out here!" Lilly almost sobbed, gesturing to the dark woods.

"You'll make a nice snack for the walkers." Kenny glared.

"I don't care." Lee had never been so cold, and Carley discovered a new side of him: the side that had killed the senator.

"Let's go. Lilly, you were going to kill Carley. We can't have you with us." Kenny said smartly, secretly relieved to have Lilly off his chest. Things would be safer without her, he was sure of it.

"Lee's killed before and I forgave him, you killed my dad and I'll forgive you!" Lilly retorted desperately. Lee regretted telling her about his past, something Carley had encouraged him to do. Everyone knew that his past was troubled now and it really felt relieving. But now it turned his stomach.

"Bullshit you will! You've been planning to get me this entire time!"

"I was trying to protect all of us." Lilly echoed her earlier words, tears streaming down her face. "I don't have anything left..."

There was a moment of silence. A moment of pity.

"Get in, Lee. Let's go you guys." Kenny said, his voice was hard.

Ben ushered Clementine inside, Kenny went around to the front. Lee stood in front of Lilly and looked her straight in the eye.

"Were you going to actually do it?" he asked, wondering if her answer might change his. He wanted to believe he had been wrong. He pleaded that he was.

She inhaled sharply, "Does it make a difference?"

"No, I guess not." and with that, he looked away. Carley stood beside him.

"I wish it didn't have to come to this." she muttered to Lilly, not looking at her.

They heard a few more shaky breaths before going inside, closing the door firmly behind them.

_Seven Devils all around you_

_Seven Devils in your house_

_See I was dead but I woke up this morning_

_I'll be dead before the day is done_

_Before the day is done_

**Song:** **Seven Devils- Florence and the Machine**

**What do you think? More CarLee next. I did the game dialogue mostly in this chapter since it was such a biggie.**


	9. The Long Road Ahead

_Take on another shift_

_Palms in the middle, hands in the middle_

_Work out another rift_

_Something is muffled, another juggle_

_This is a foreground_

_It is a foreground_

As soon as the engine roared back to life, as soon as they were on the road again- that was when Lee felt himself breathe. It was quiet, the kind of silence one would be afraid to break. Although he felt that the worst of it was over, Lee recalled his luck and retracted any notion that things would get better: safer at least. No, that was not how things worked now. In truth, he had no idea what they would encounter next, being out of the motor-inn...anything was fair game. Instead of pondering about their unclear future, Lee filled himself with concern for the rest of the group. At the moment, Carley was sitting stoically next to Ben on the seats closest to the door with her arms carefully placed on the table. Her expression was without any emotion, no indication of how she was holding up. Lee felt himself gravitate towards her as always, his sole being now wanting to probe her mind so he could tell how worried he should be. Sensing his stare, she fixed her downcast emeralds on him and he saw the smallest of reassuring smiles. That helped him, but hurt him all at the same time. He looked away, they would say what they wanted to say later; it passed as a mutual understanding. In private, their feelings and words were raw and true and they didn't have to worry about anyone else over-hearing. Not that they had anything to hide, it was just better when it was just the two of them. Somehow, everything felt better then.

Ben coughed and then sniffed, his eyes felt heavy and with each breath he felt a little bit worse. He felt lost in his own world of guilt, his vision swimming with tears of betrayal and anger. It was all his fault, he was hell-bent on reminding himself of that every few seconds. As time ticked by, he wondered how long he could keep his secret from the group. Surely they knew, or at least suspected by now...Lilly had shown them all just how weak and untrusty worthy he was. Sick with himself, he bit the inside of his cheek until he felt a sharp sting and tasted the metallic, bitterness of his own blood. That small pain was nothing close to what he deserved. So disgusted with himself was he, that he didn't think about the compassion of others. Ben saw himself as being unforgivable, but the majority would see him as a man who made a mistake. Lee especially understood that. Ben didn't and remained silent.

_Lilly was right, I'm pathetic...it should be me out there dying the woods- she, at least, was strong enough to fight. I don't have any fight in me left._

Ben didn't realize that said woman was still fighting, and would never stop. Lilly was a survivor, and would do just that.

The ghost of Lilly's presence and departure left a hazy mist of intimate dismay. She had been one of them: a woman they had found and had lost in so many ways. Lee knew that a huge chunk of the group's trust had dissolved, the pieces in which he had gathered to put the group back together had scattered to the breeze. Lilly had been one the key members of the group's strength and without her there was a gapping hole. Lee suspected the frailty he was feeling was not uncommon. Even in Kenny, he knew, the man was worried.

They were all _worried_.

Lee believed wholeheartedly in sticking together, hell, he didn't know how many times he had stressed it! But what kind of morality could he claim to have, considering what he had just done to Lilly? Leaving her to die, not _caring _if she died, _wanting_ her to die...that was not Lee: that was a product of rage. He sought out a reason for what he had done and his eyes befell Carley once again. She was alive, he saved her, that helped. There wasn't a way in which he saw Carley dead: nothing was so cruel as to take her away. Lee would never let that happen, it shadowed in his thoughts now- he promised himself to keep her safe. It was the same promise he had made with Clementine. Speaking of, the little girl was curled up on the single, long, couch. She picked at the frayed cuff of her hoodie, her legs tucked underneath her. To Lee, she looked so small and pale...her little lips turned in a slight frown. Reflecting her expression, he took a seat beside her.

"Hey, sweet pea." he said, the depth of his tone gentle. She answered him with a lazy blink of her eyes, moving her fingers to fumble with the strap of her shoe. Clem understood that Lee was checking up on her, something he always did after something bad happened.

"Hi." she replied tonelessly, almost in a whisper.

"How are you holding up?"

Clem's brow furrowed, "Is Lilly going to be ok? I know she was mean, and did some bad things...but is she going to die?"

Lee sighed, shaking his head momentarily. In his mind, things were vastly more complex than they should be and putting it to words was even worse. But on the other hand- Lee didn't want it to be simple.

"I wish I could answer that, Clem, but I just don't know."

"Oh," she looked disappointed, "Why did we leave her?"

That answer was easier but made his heart ache, "Because she was dangerous, she was going to hurt Carley."

"Kill her." Clem corrected weakly. Lee placed a hand on her knee in comfort.

"But she can't hurt anyone now. I know it's hard to understand, Clem, I really do." he assured her while Carley watched sadly, almost catching what they were saying.

She bit her lower lip, "Why would Lilly want to hurt Carley? She's nice, she's my friend. I-I just don't get it..."

"Lilly was angry, and she thought Carley was responsible for those men attacking us back at the motor-inn. In her mind, she believed Carley was dangerous and...and thought she was a danger to us." Lee said carefully. He could see that Clem took his words to heart and attempted to puzzle them out.

"Carley isn't going to hurt us," Clem said confidently, "Lilly was wrong...I thought I helped her, but I guess I was wrong too..."

"What do you mean, Clem?"

"The picture I drew, I thought it would help her not be sad, but she was still angry and-"

"I'm sure you helped Lilly out a lot, she appreciated that picture. It's just..." he trailed off and suddenly remembered words from the very beginning, "When people believe their lives are over, they'll do crazy things."

Clem blinked and looked up at him, "Lilly said she had nothing left..."

Seeing she was understanding, Lee nodded, "When her dad died, Lilly lost the only person she had left in this world. That changed her, hon, it made her feel like she had nothing to lose."

"Because she didn't," Clem said and looked at Lee for confirmation. "And that made her crazy."

He sighed again, "It's hard to explain, but yeah..."

She looked determined, "Did she give up?"

"Huh?"

"You told everyone before that we shouldn't give up, that we should stick together. Did Lilly give up on that, on us?"

Stunned by this little girl's insight, he matched her gaze with an even level of softness. Lee noted that Clem must pay a lot of attention to him and what he says.

It was a moment before he replied, "Yeah, I think she did."

Clem looked down at her shoe again, "I don't want to give up, I'm not going to. No matter what happens."

She looked at him to see his reaction, perhaps anxiously.

Lee smiled, the ache in his chest as strong as ever, "That's my girl." he praised, and she smiled back.

"Lee? Could you come here for a second?" It was Katjaa, her tone implied that it was serious.

"I'll be right back." Lee patted Clem's knee as he rose, steading himself against the cupboards.

"Ok." she answered him, visibly in brighter spirits. Lee felt eyes on his back as he walked towards the front. Kenny was looking straight ahead, sweat trickling from his temple. Lee leaned forward, keeping his voice low.

"What's up?" he asked, looking to both Kenny and Katjaa. Duck was curled up in his mother's arms, virtually motionless. If he listened hard enough he could hear the deep gasps coming from his chest. Katjaa leaned his head to her other shoulder so she could look at Lee. She wasn't in good shape, her eyes were glossy while her hair was caked with her own blood.

"You guys alright?"

"We're fine." Katjaa said somewhat unsurely, looking at her husband with eyes that pleaded.

The man sighed, eyes darting to the side, "Show it to him." he said shortly.

Lee watched in confusion as Katjaa lifted the side of Duck's shirt up to reveal a large, bite mark on his waist. He nearly stumbled back but settled for a quiet gasp.

"No." he breathed in horror. Out of all the things that could happen that night, this certainly wasn't one of them. It couldn't be, it can't be! Lee felt like he had been slapped in the face, his earlier thoughts came back to haunt him.

Duck was bitten. The facts flashed in his mind: Duck was going to die.

In that moment Lee couldn't feel any doubt towards Kenny, this man was going through something Lee couldn't imagine. All that remained was a friend who cared, and he made the decision that he would help them in any way he could. Guiltily, he remembered how he had turned Duck down from being Robin back at the motor-inn. He had wanted to help find clues to the missing supplies and Lee had told him it was adult business, that it was nothing that concerned him. He regretted that now.

"It happened at the motor-inn, when those walkers attacked and I hit my head." Katjaa inhaled sharply, smoothing back down Duck's shirt and stroking his back- ignoring how warm his skin was against her.

"We thought you should know, since you were honest with us..." Kenny said, recalling how Lee had told him about his past. Even though they were at odds, he felt a bridge forming that would led them to where they had originally started: without Lilly. And he would be lying if he said that didn't please him.

"Guys...I'm, I'm so sorry." Lee said with a tragic expression.

"You're talking as if it's over." Kenny snipped.

"Ken-" Katjaa began.

"No, Kat, he'll be fine- we can get him some medicine as soon as we hit Savannah. He'll be ok, dammit."

Lee wasn't about to argue, "So that's the plan?"

"Always has been, always will. We're getting that boat in Savannah, we're going to be ok. Ain't nothing going to stop us. We keep the plan unless something changes. East."

"I'm going to keep an eye on him and see what I can do from a medical perspective." Katjaa added nervously.

"There'll be doctors there, they'll take care of him. I-It's just a scratch." Kenny clenched his jaw to prevent it from wobbling. _Savannah, we get there and we'll make it- I just know it._

"Ok, then. If there's anything you need, just let me know." Lee felt defeated and pitied this family with all his heart. They all knew once you were bitten, it was over- but he had nothing against their optimism. He had just told Clem not to give up, and so he wouldn't.

"Thank-you, sweetie, we appreciate it." Katjaa sounded gratified.

"And Lee? Mind not broadcasting this? You can tell Clementine, but-" Kenny began sternly.

"I know...I got it." Lee replied and turned away. Surely the rest of the group would understand, but he respected Kenny's wishes and sat back down next to Clem- determinedly not looking at Carley or Ben.

Lee laid one arm along the back of the seat and stretched out his legs- not planning on moving anytime soon. He shut his eyes hard and took a rattled breath; hoping everything would fall down around him. _Duck_, he was just a kid! A _child_ faced with a fate that no child should ever have. It all wasn't fair, but what was these days? Nothing.

He opened his eyes as soon as he felt a gentle pressure on his side, Clem had cuddled close and laid her head against his chest. Surprised but pleased, Lee relaxed his rigid posture and rubbed her arm. Clem was going through just as much as anyone else, and felt more than anyone. Clementine's emotions were the ones of a child: loving, forgiving, innocent. Lee had shielded her as best he could but he couldn't keep this from her now. Duck was her friend, she should know.

God help him.

"Duck is bitten." he spoke, like a bullet in the deathly silence. Clem perked up, raising her head from his chest.

"Huh?" she replied, his words slowly but surely sinking in. Her eyes scanned Duck's figure, a small outline against his mother in the cab up ahead.

"He got bit by a walker trying to escape the motel."

Clem laid her head back down, her stomach churned as a wave of nausea hit. If Duck was bit, didn't that mean he was going to turn into one of those monsters? Her voice wavered: "I-I don't feel good."

_Of course she doesn't_, Lee thought and dropped his arm from the back of the seat to wrap around her.

"It's going to be ok. With any luck, there'll be help in Savannah." Lee tried to assure her as pearly tears gathered in her eyes.

_I can't cry,_ she thought, _that won't change anything...I have to be tough._

"Do you really believe that?" she asked, curious for the answer.

He paused, "I choose to, we have to always hope that there's help."

"No one's helped us so far." she said in a quiet voice, her cheek warm now from his chest. She listened to hear a steady, drum-like heartbeat. It reminded her of her dad's, he was big and strong too and whenever she cuddled with him she would always hear the familiar war-drums beating in her ear.

"I know," Lee frowned, "But that doesn't mean no one ever will."

She found that interesting and thought about it for a few moments.

"What about Carley?" she changed topics deliberately, onto something else she had been thinking about. Lee looked over to see that the woman was talking to Ben, probably telling him he hadn't done anything wrong. By her expression, it wasn't a cheery conversation.

"She'll be ok, she's almost as tough as you." he replied, giving her a playful squeeze. Clem showed a small smile that he couldn't see.

"I think she will be ok, she has you too."

"What do you mean?" Lee asked, amused slightly.

"I mean, you look out for her, like you look out for me. And besides, I think she likes you."

Despite himself, Lee felt his cheeks warm.

"Likes me?" he repeated cautiously.

"Yeah."

"How can you tell?" he asked, really curious to hear the answer.

"My mom used to tell me that when a boy teases a girl, it means that he likes her...and you're always teasing each other, plus the way she smiles- it's a real smile, like she's happy whenever you talk to her. And you smile too." she finished, knowing that she had given Lee a lot to think about. She liked Carley and him together, they made each other happy. And that was all that mattered.

"Well...ah, I never thought about that before." he said, not really knowing what else to say.

"Yes you did." she chuckled, but he didn't hear her. Silence stretched on for a few minutes, the rocking of the RV became a lullaby for Clem and she found herself closing her eyes; content and warm against this man who had become her world.

"I'm glad I have you." he said quietly, just for her ears only. She opened her eyes, feeling the safest she had ever been since everything happened. Stumbling upon Lee Everett, following the sound of that car crash into the woods, climbing down from her tree-house to hand him that hammer...she was more than thankful to have him. She wasn't stupid, she knew that he was the reason she was alive.

"Me too," she answered truthfully, a smile tugging at her lips as she remembered something. "I heard you outside my tree-house that day and thought about dropping a hammer on your head."

Lee laughed lightly at the thought, "What? Why?"

She smirked, "Incase you were up to no good." that day Clementine didn't know if he was a friend or foe. "Before you, there was this other guy. He was yelling and trying to get into my house. He wanted to take the t.v and tried to break the glass door with a rock, but then some walkers came and scared him away."

Trying to mask his discomfort that she had been in danger, he made his tone as casual as possible.

"Door was open." he said, recalling how it had been unlocked when he was there looking for help.

She looked up at him, "He was dumb."

"Did you drop the hammer on _his_ head?"

"No." she smiled and snuggled close again. Their conversation drifted off then and soon Lee felt her relax completely against him. Knowing she was near sleep, he reached towards a blanket that was stuffed on the back of the seat and draped it over her, making sure her whole body was covered.

Lost in thought, Lee watched the slow, drip of water leak from the faucet. He saw that Ben was asleep, curled up in the corner with his back to him. Or, at least, he looked asleep. Carley was leaning against the table with her head in her hands. He watched her for awhile, mentally telling her that everything was going to be fine. Even if it was a lie.

_Pattern evolving_

_Motion insolvent_

_Something about this might_

_Take all evening_

_I'll just be cleaning_

Suddenly, she became restless and raised her head. Embarrassed, he thought about looking away but found that he couldn't. Her eyebrows creased as they spoke almost telepathically.

_How many times are you going to save my life?_, she thought and felt a surge of gratitude. She had been so close to death tonight, Lilly was going to _kill_ her. Never had she thought the woman was like that...but she was alive and Lilly was gone. Shouldn't she feel overjoyed? Instead she felt crappy and tired and sick. She was sick of all this, couldn't they catch a break? Frustrated, she sighed and cupped her face with her hands, shaking her head at Lee in exasperation.

He grimaced, wanting to talk to her, comfort her...touch her. Would that make her feel better? Maybe he was caught up in his own selfish thoughts.

"Are you ok?" he mouthed.

Appreciating his concern she replied with a small smile and a nod. _Lee,_ she thought, a million feelings and thoughts coming to mind all at once. They flooded into her face and brain, momentarily dazing her of present thought. There was so much about him, and so little she could put into words.

"Are you?" she mouthed back, getting the same answer. They smiled at each other then for many reasons.

And Lee thought about what Clem had said, coming to the conclusion that with Carley, his smiles _were_ real. Everything about him with Carley was real.

After that, Lee went back to watching the faucet as Carley laid her head back down. Before he knew it, his eyes were closed as the sweet release of sleep took him.

It was early morning, outside the sky was a steely grey and a cool breeze shifted in through a crack in the window behind him. He felt the cold against his neck and craned to look outside, although he couldn't see much through the boards that sealed up the windows. Clementine stirred beside him, he looked down with a smile- expecting a pleasant 'good morning' as usual...

She popped up so suddenly that he didn't have time to react. Her small face decayed, bloody, rotten, the dark brown of her eyes was turned soggy and unfocused. Her mouth was open and a guttural sound escaped her as she clawed at him.

"Clem?!" Lee cried, Carley and Ben were still asleep. A bone-chilling feeling shook his very core, Clem was a walker. It didn't make any sense, she was ok. _She was safe_.

Why?

"No, no! What happened? Get off of me!" he pushed her back although he was weak against her. Without Clem, he didn't have any strength left. He had failed her...failed her...failed-

"Ah-" he gasped, his head shot straight up as he emerged from the nightmare. Heart racing, Lee looked down to see that Clementine was perfectly fine, sleeping soundly against him. Getting his breathing back to normal, he laid a hand on Clementine's head- bringing her to him, making sure she was alright. He was terrified, it had seemed so real...so surreal. He reminded himself that dreams meant nothing, that he would never allow that to happen and it never would happen.

_But Kenny is like that too and look what happened to Duck..._he thought, his mind whispering evil things. _I can't protect her forever, something's I just can't control_. Saddened by this thought, he carefully rose from the couch and took care not to disturb Clem.

What was he supposed to do to protect her if something horrible happened and he wasn't there? Lee wanted to believe he was strong enough to protect her from everything, but he was only one man. He made his move towards the front to check up on Kenny, a headache already forming. It had been a silly dream, he left it at that (and felt slightly guilty for doing so)

Kenny, who had been driving all night, widened his eyes as he heard movement behind him. Yawning, he awakened his wife. Duck still slept, or was in between consciousness. Suddenly, he saw something up ahead and narrowed his eyes.

"Oh, well, fuck me." he muttered angrily. This was the last thing they needed. "We got something up ahead. Dammit, road's blocked" he called, as everyone stirred.

"How the hell are we gonna get through this?" Lee asked needlessly.

There had been a collision. A train blocked their path to Savannah, it's cargo had fallen off into craters around it- a few cars had slammed into the train (perhaps in desperation to get out) In whole, the locomotive looked like it had seen better days. All of it's train-cars were bent and buckled together if they looked down it's length.

"It might take us a while." Kenny replied obviously, scowling as he pulled to a stop.

"What's up?" Carley asked, rubbing the sleep from her eyes as she emerged behind Lee who moved to the side so she could get a look.

"We've reached an impasse." Lee informed her as she surveyed the damage.

"Well that's great." she said sarcastically, as Ben got up. Kenny scoffed and kicked open his door and it closed with a slam, Katjaa got out with Duck still in her arms.

"Can you wake Clem for me? I should probably go check this out with Kenny..." Lee asked her, wanting to be there with the man if he got into trouble.

"Yeah, sure." Carley said as Lee moved past her.

"Thanks."

Before he could open the door, she gently grabbed his arm. There was something she needed to tell him.

"Uh, Lee?"

"Yeah?"

"Thanks...not just for yesterday, but for everything."

She slowly dropped her hand, but was surprised when he took it firmly in his.

"I could say the same to you." he said, giving her hand a small squeeze before leaving. She looked after him, staring blankly as the door came to a close behind him. Lee Everett was her savior, and to her, _he_ was the angel.

_This is a foreground_

_It is a foreground_

**Song: Foreground- Grizzly Bear **

**AH! Happy Walking Dead day to all you Walkers out there! I hope you're all excited for the Season 3 premiere tonight. I'm updating in honor, you have two reasons to be happy : )**

**Again, I'm stunned by the reviews and support this story has been getting. You're all amazing, keep 'em coming. It is only fuel to my fire.**

**As you can see, Duck is coming to an end and I feel so sad whenever I think about how I'm going to write his death. Did I handle the Clem and Lee scene well? I'm trying to mix game dialogue with my own. And I guess Carley is in my hands now...I'm excited for the plans I have coming up. Clem's drawing will be revealed next chapter, no one guessed it!**

**I did indeed play episode 4 and WOW I am shocked/sickened/saddened by it. Guys, seriously, I can't be the only one freaking out here. As far as this story following it...the only change I had planned from the game was Carley staying alive so...**

**Leave a review and tell me what you think! Can you imagine hitting 200 or MORE?!**


	10. Hopeless

_When the thorn bush turns white_

_That's when I'll come home_

_I am going out to see what I can sow_

_And I don't know where I'll go_

_But I don't know what I'll see_

_But I'll try not to bring it home with me_

"Is there anyway around it?"

Ben asked the question that harbored everyone's thoughts. Him, Kenny and Lee were at the forefront, looking sadly at the mass of locomotive that was in their way.

Impasse indeed.

The women settled into a small nook by the railroad crossing sign, Carley and Clem sat on one, whitewashed oak-log while Katjaa huddled Duck close to her on another.

"Don't look like it, on foot maybe...but we don't have time to do that now." Kenny observed grimly, trying to figure out a plan. Savannah, they needed to get to that damn city- this train was certainly putting a kink in said plan.

"Well that sucks." Ben muttered quietly.

"Tell me about it." Kenny sighed.

Lee looked around, observing the dense thicket of trees and bushes that encompassed their area. Maybe they had gained something from the blockage: a safe place, if only for a little while. Hell, they all needed some encouragement.

"Hey, this might not be so bad. All this brush will keep anything from creeping up on us- could be a good thing." he shrugged.

"Ain't nothing good about this, Lee. We don't have time to be stuck here!" Kenny breathed as Katjaa looked over at him.

"We have a time restriction?" Carley piped in curiously, Clem searching in her back-pack beside her. Kenny and Lee exchanged glances, something Lee had missed since the meat-locker.

"A herd of walkers could come out of those woods any minute, of course we're on a timer here." Kenny looked peeved and turned his attention back to the train. In truth he was thinking of the time restriction Duck had, but that left him feeling like his throat was constricting and he painfully swallowed away those thoughts. He couldn't think about that. Carley rose from her seat and joined the men, not one for sitting out.

"Well, I think Lee might be right. We can rest here, it's been a rough couple of days and God knows we need a break."

Lee gave her a small smile that she returned.

With an aggravated sigh, Kenny fixed his hat more tightly on his head and started towards the train with a stern expression. "I'm going to check this thing out. Lee, you coming?"

Lee smirked as Kenny mounted the ladder and climbed onto the platform of the freighter. There was something about his words that gave Lee hope. Whether he understood it or not, Kenny was beginning to trust his right-hand man again.

"Sure. Ben, why don't you stay and keep an eye on things while we go have a look around." Lee nodded, offending the young man.

Ben, acknowledging the fact that he was only good for babysitting, sat down with a rather glum expression. The train looked cool and he was eager to explore it. Despite the depression of guilt he had sunk into, even something as ordinary as a train was appealing.

Lee bent down to Clem's level: "Clem, stay close to the group, ok? No going off by yourself."

She gave him a reassuring smile, "Ok." but she looked at Duck then and the smile fell from her face as Lee stood back up. She stared, he was barely awake in his mother's lap. He looked so tired, she could pretend that he was merely just sleepy. Even though she knew better, she didn't _want_ to know better. She wished she didn't know what would happen to him, she wished he would jump up and laugh and joke and pull on her hair like he always did. Clem already missed his ridiculous stories, outlandish plans and tales of great adventures. She missed her friend now, as she saw his eyes flutter and the greyish tint to his skin. His eyes rimmed with exhaustion, his body burning up with a fever that would rush over him like a crimson tide. She wished he would smile again, that more than anything. Feeling like her world was spinning, Clem looked away and focused on the trees.

She wished things were different.

"If you find anything, a bottle of water, Duck would appreciate it. I think he's dehydrated." Katjaa spoke, her voice grated with her own tiredness. Lee eyed her, his expression suddenly strong.

"You got it." he replied.

"You two be careful," Carley said, her forehead creased, "I don't like that thing."

"What, you think there might be something dangerous inside an abandoned locomotive? Hadn't crossed my mind." Lee winked, her face brightened and she shook her head at him as she sat back down besides Clem.

Wishing he had his axe, Lee went without a weapon after Kenny; who was sliding open large metal doors with a _swosh_.

"Looks like the engine compartment." he thought aloud as Lee climbed up next to him, his footsteps echoed with a metallic clang. The complicated series of switches, levers and buttons was enough to make their lesser-experienced brains hurt. There were instructions on the side panel that was written in tiny, messy scrawl. But Lee, being a history buff- had spent some time visiting historical locomotive sites from the war-times and was mildly well versed in it's language. In short, some of it actually clicked.

"Control system should be in head-end, where the engineer works. This is just where the engine gets powered up, probably, it's been a while since I've been on one of these things..." Lee said, nudging at the control room just up ahead. The windows were filthy and it was hard to pick out anything inside.

"Hey, it's good enough for me," Kenny replied, picking up one of the adjustment wrenches that hung on the other panel. "How about we go see what's in that head-end, or whatever."

"Sounds good." Lee agreed, taking his own pick at random. A spike-remover.

There was something so unifying about approaching that door with bated breath, both men felt it- reveled in it. As they approached closer, they were able to see the outline of a shape. And as they reached the cab door, they saw that it was the engineer hunched over, motionless. Not reassured yet, Kenny slowly opened the door and looked at Lee before nodding and bringing his wrench forward to slam against the dead man's head. They had to take a precaution but the man simply fell down to the floor with a loud, lazy thump. Lee wrinkled his nose at the smell of decayed flesh and felt his stomach churn when he caught sight of the man's head. Half had been blown off, he had never become a walker. Lee didn't know whether or not to feel ashamed of how thankful he was that the man had been spared _that_.

"Lovely." Kenny muttered in disgust, looking up from the man to observe the blood spray dried on the windows and floor- muck and grime was caked around like a new paint-job. On the wall closest to them was a dashboard of buttons and small switches, arranged in sections. Ahead the window the engineer looked through was covered with dirt, except for a hole made by a bullet- or another small object. If he peered out, he could see the tracks ahead. A sudden, wild ambition flooded into him then. He wanted to see those tracks rushing beneath him. But where did these tracks lead?

"Ew."

Both men turned to see Ben standing behind them with a sickened expression on his pale face.

"What are you doing up here?" Kenny asked, agitated. He stepped into the cab and over the dead engineers legs, still clutching his wrench. Lee moved to let Ben in through the doorway.

"I wanted to check out the train, Carley said she can watch out for any trouble." he explained, sizing up the controls that were at level with the engineer's chair. A yellow button screamed out to him and he resisted the urge to touch it. Ben had a problem with those types of urges.

_I bet she just hated being watched out _for, Lee thought and smirked to himself.

"Yeah, well, you satisfied?" Kenny snapped, gesturing to the dead man sprawled on the ground. The effect of seeing a corpse hadn't worn off, Lee felt comforted by that fact at least.

"Uh..." Ben didn't know what to say.

"Nevermind, help me with this thing would ya?"

"S-Sure."

Lee watched as Kenny kicked open the door to the very front of the train and pulled the body out by it's legs while Ben held his arms. At least the smell had wavered, his stomach settled as a breath of cold autumn air blew in and chilled his face. He had always loved the fall, the _shift_ of everything; from hot, summer nights to chilly winter storms. It reminded him of a bright, sunny day transcending into dusk.

"Hmm." he mumbled as his attention was caught by a small, yellow light that highlighted a button underneath acurious lever, the same button Ben had been attracted to. The light meant the train was still functional- the light meant that there was a sliver of a chance that they could get this thing moving. Curious, Lee leaned forward as the men came back into the cab, shutting the door behind them.

"Hold on, we shouldn't go fucking around with this thing." Kenny said at once as Lee's hand inched forward.

"You're right." Lee replied, stepping back.

"Pull it, what harm could it do?" Ben argued.

"Are you serious? We got no idea what it does." Kenny narrowed his eyes slightly.

"It isn't going to explode," Ben shrugged and stepped forward, pushing it himself. Instantly, there was a loud hiss of repressed metal and the train shifted forward a few inches. The look on both Kenny and Lee's faces was priceless. Relieved, Ben nodded.

"See? It's just the breaks."

The hiss meant a million things. But most importantly, it meant that:"This fucker works?!" Kenny exclaimed, his hopes dangerously on the rise. _If this thing is heading east and works, we're golden. Fucking GOLDEN!_

"Seems like it." Lee added, folding his arms and not even trying to hide the fact that he was pleased himself.

"I'll be damned...how the hell do we get it movin'?" Kenny laughed, making his way over to the tiny, spindly chair to get a good look at the controls.

"I don't know, ask Mr. Amtrak over here." Lee shrugged, nodding towards Ben who was sizing up the control wall behind them.

"No clue." Ben replied, turning his shoulder to look at them.

"Well let's not touch anything else in the mean time." Kenny said as Ben reached his finger out curiously. The young man flushed and dropped his hand.

"I'll look around, see what I can find." Lee suggested, seeing that Kenny was making himself home in the engineer's chair.

"Right, I'm sure there's something in that box-car we can use. And maybe instructions on how to get this thing working. I'll try and make sense of these controls."

"Ben, why don't you come with me, check the rest of the train."

"Ok."

Lee and Ben left Kenny in the cab, wondering how the hell they could get the train working. The only logical thing Lee could think of was the writing on the engine compartment door, and he reopened it to show Ben. But Lee couldn't ignore the opportunity he had for asking questions that weighed heavily on his mind. Lee felt a sour taste in his mouth as words flowed off his tongue but what other choice did he have? Someone had been giving those bandits supplies...

"Was it you?" he asked, immediately the boy blinked away his concentration with the instructions and turned to meet Lee with a hesitant expression. Fearful, he swallowed.

"Not this again." Ben quivered slightly as Lee frowned.

"Was it?"

_Yes..._

"No!" he exclaimed, sounding frustrated when in fact he was positively terrified. Lilly had scared him, but Lee...he didn't know what that man was capable of.

Lee studied his expression and saw nothing there.

"Ok, then. Look, I'm sorry Ben, I just needed to be sure." he said, hoping Ben could at least understand that.

Sighing, Ben shrugged his shoulders: "I-I know, Lee, I understand that you need to do what you gotta do but...can this, all of this, be over? Wouldn't it be best to just, leave it all with Lilly?"

"Ben..."

"I just think it's better to forget about the past, what happened then doesn't matter. It really doesn't. I don't want to relive any of that."

Lee paused, "I suppose you're right. The past doesn't matter," he thought faintly of Carley's words. "But there are a lot of things I regret, wrongs I wish I could've corrected."

Ben frowned, "Lilly?"

Lee wasn't so sure on the answer to that one, and reflected it upon Ben himself.

"What would you have done with her?"

Ben's face crinkled in pain as he recalled last night, "I don't know, left her I guess. I never saw anyone try and kill someone like that before: it was cold, colder than anything I've ever seen. Lilly snapped, she was demented. Carley would be dead if it wasn't for you. How did you see it anyways? The gun I mean..."

Lee found himself looking over at Carley, who was watching the forest for any signs of movement. To see her alive, breathing, safe, it made it all suddenly worth it.

"I can't really explain it, I just saw Lilly reach for the gun and reacted in time to stop her. If I hadn't stopped her when I did-" he shivered at the thought, "But I guess that doesn't matter now. Carley's alive, Lilly's gone. It's in the past."

They shared a small smirk.

"So, are you happy you stayed with us all this time?" Lee asked, a curious question he was now wondering. With all Ben's talk about forgetting the past, he was suspicious there was something the boy deeply wanted to _forget._ Was there hurt in his eyes now? Lee saw that Ben was in deep thought for a moment.

"Yeah. I really am. No matter how much has happened, without you guys I would be dead." Ben nodded slowly, forming his words carefully. He was telling the truth.

_I regret a lot of things, but coming with you guys isn't one of them. I would've ended up like Travis, or maybe starved to death,_ he added in his mind. Lee looked almost pitiful now.

"Alright then. I'm glad to hear you say that." he replied somewhat awkwardly.

"You stay here and try to puzzle this out while I go check the box-car." Lee really didn't want Ben around any potential trouble. He didn't know what could be lurking in the car and didn't want to press luck he really have. Luckily Ben was only too relieved that the questioning was over.

"Sure thing." he said shortly, trying to distract himself with the writing again. As Lee nodded and walked away, Ben felt his mask slip and he felt sick with himself.

_Like the morning sun your eyes will follow me_

_As you watch me wander_

_Curse the powers that be_

_Cause all I want is here and now_

_But it's already been and gone_

_Our intentions always last that bit too long_

Clem leafed through her back-pack: all of her drawings were bunched together in a papery mess, her chalk stained the bottom of the pack along with her few crayons and pencils. She paused when she saw her latest drawing: something she had made for Lee but had never given it to him yet. It was simple really, a large four-leaf-clover she had designed in the middle. She had always told Lee to be lucky, and with that she hoped he would. Clem reminded herself to give it to him the next time she saw him. She also had a granola bar in one of the pockets and took it out to examine it in her lap. Although her stomach growled and her hunger pained, she looked towards Katjaa.

"Is Duck hungry?" she asked, stirring the silence in their small circle. Carley broke away from scanning the forest as she felt the little girl next to her rise. Katjaa felt immensely touched as Clem walked towards her with the granola bar in her hand. But she could not accept it, because for Clem it could mean life or death one day- her son's fate was already decided. Deep down she knew, and it tore her to shreds.

"No, no, keep that, sweetie. Duckie just needs something to drink." her own mouth was parched as she replied, Clementine frowned and restrained herself from staring at Duck for too long.

"I'll go see if I can find anything." Carley said, her expression strained. Clem found her seat again and looked very disheartened as she limply put the bar back into her pack. Suddenly she wasn't hungry anymore.

"Thank-you." Katjaa sounded gratified and the look on her face was enough to break Carley's heart.

"Of course. I'll be back soon." she lightly touched Clem's arm as she rose to approach the box-car Lee was in. He had swung open the door and they all could see a litter of things inside. As Carley got closer, she saw them in more detail. A cardboard box was stuffed with tattered blankets and an old stained pillow. Around the floor was newspapers, magazines, even an old book she was sure was the Bible. The box-car was fairly large, only the bottom half was a mess. She saw an old back-pack lying against the surprisingly clean wall, two crates were stacked on top of one another: another she saw was full of old bottles, and the last one was filled with an assortment of things. Old and broken things. Intrigued, Carley raised herself up into the box-car, Lee was reading something on a clipboard.

"This place could pass for the Four Seasons." she commented sarcastically, Lee snorted.

"Yeah, someone's defiantly been making their bed here." he replied, she crept closer to have a look at what he was holding.

"What's that?" she asked, peering over his shoulder. He handed it to her.

"A map of where this train goes, and by the looks of things, it's going exactly where we want it to go." Lee looked pleased as Carley observed the bolded lines.

"East?" she questioned, following the trail with her eyes.

"Savannah, goes straight through the city."

She looked up at him, "Whoa."

"If we can get this thing moving...whoa is right." Lee replied, having no words to describe exactly how he was feeling. For a moment it felt so good to have something like this happen to them. And only for a moment did he believe that things would turn out ok. Carley's smile hesitated. There was only one problem: Duck. She wasn't an idiot, she knew something was wrong with the poor boy. He was pale, sweaty and looked like he had no energy to move.

"Is something wrong with Duck? Katjaa looked terrified and by the way Kenny's been acting...I'm just wondering if there's something they're not telling us."

Lee sighed and shifted uncomfortably. He really didn't want to be the one to tell Carley, but he couldn't hide this from her.

"He's been bit." he answered her quietly, watching her face carefully. First her expression had frozen in pure heartbreak, then suddenly her eyes were glistening.

"Back at the motor-inn." it wasn't a question, she had known.

"Yes." he nodded solemnly.

"Does Clem-"

"Yeah, she knows."

"Oh my God." her voice trailed off, they both felt immovable. "What are we going to do?"

Lee couldn't answer that question without lying.

"Honestly? I really have no idea."

"So that's why Kenny says we don't have a lot of time...he thinks, oh God. Lee, is he, is Duck going to-?"

Lee's face clouded, "I think we both know the answer to that."

Carley closed her eyes, feeling waves of anguish take it's toll on her. Duck, _Duck_. She repeated his name over and over in her head. That little boy couldn't die, there had to be something they could do!

There wasn't.

Feeling utterly hopeless is one of the worst sensations one could possibly have, and she grew weak realizing that hopeless would describe their situation nicely.

Carley was a strong woman, but now she felt drained of everything that made her have that strength. There was no wit to her words, no confidence in her body. All because she knew that little boy was going to die and there was nothing anyone could do to stop it. Not even Lee Everett. She opened her eyes to look at him staring and she stared back because it was the only thing she could do. In that moment they both felt the same.

He reached out first, a lazy swing of his hand that connected gently with her forearm. There was nothing he could say, nothing he could do. But she appreciated it all the same.

It wasn't going to be okay and he wouldn't say that to her. It would be a lie, the worst lie he could tell.

"Hey," his heart ached as she fell into him, wrapping her arms around him, burying her face into his chest. They connected, this had been long coming. He hugged her fiercely, his chin resting against the top of her all the horrors they had seen, for all the terrors they _would _see: that is why they hugged.

"We'll get through this." he muttered, she felt his chest vibrate with the words. Carley felt her tears slide down her cheeks, allowing herself to feel so fragile in his arms. She _wanted _to be comforted now. She wanted _him_ to comfort her. Somehow she knew he was the only person that could. The tingling of her body made her blood sing as she inhaled him. Lee, for the first time, felt calm as her body matched his. Oddly enough, they fell into place like pieces from a puzzle.

"Do you really believe that?" she asked, still holding on. Lee was frightened when he realized that he really didn't. He hardly believed in anything anymore.

"I want to," he sighed, she closed her eyes as she felt the motion of his body sway.

"I really do, Carley."

_In the full moon lights I listen to the stream_

_And in between the silence hear you calling me_

_But I don't know where I am_

_And I don't trust who I've been_

_And if I come home how will I ever leave?_

**Song: Full Moon- Black Ghosts**

**This chapter is really to get you to understand the mind-sets of the characters up to this point. The next chapter will be sooner and longer, with the introduction of Chuck. I added that box full of random things for a reason that just might break your heart. Any idea of what could be in it? Hint: it relates to Duck.**

**Clem's drawing: a four-leaf-clover!**

**Be sure to leave your lots on this rather short chapter! Thank-you very much.**


	11. Falling

_Well I heard there was a secret chord_

_That David played and it pleased the Lord_

_But you don't really care for music do you?_

_Well it goes like this_

_The fourth, the fifth_

_The minor fall, the major lift_

_The baffled king composing Hallelujah _

A gust of chilly wind blew, Clem closed her eyes against the sensation; feeling almost clean. As if the wind took away all the sorrow and all the pain. She liked to think it did, even if it erased everything for a short moment. Clem liked to think she couldn't hear Duck's low, rattled gasps of breath only just six feet from her, maybe if she was convincing enough she could excuse that with the wind as well.

"Clementine, honey?" It was Katjaa and Clem opened her eyes immediately. She couldn't look at the woman without acknowledging the boy in her lap. His eyes were half-closed, his mouth open in a daze. She saw sweat shine at his temples.

_Don't look,_ she scolded herself, but only felt more sad.

"Yes?" she replied, shaky.

Katjaa knew what she was going through and frowned, "Are you okay?"

She bit her lower lip, how could she answer Katjaa without lying? No, she was certainly not ok but she knew that would only make Katjaa feel bad. She didn't want her to feel any worse.

"I'm ok, maybe a little tired." she admitted shyly, digging the tip of her shoe into the ground.

"We're all tired, but hopefully Kenny and Lee will have things running soon." she assured her, assuring children was a maternal instinct.

"Yeah."

And their conversation ended just as quickly as it had begun. Clem had always liked Katjaa but now she knew that the woman needed her silence. Clem heard footsteps but didn't lift her head, hoping that it was Lee.

It was the next best thing.

"I got some water for Duck." Carley said softly, sympathy evident in her voice. Clem heard the crunch of plastic but still didn't lift her gaze.

"Oh, thank-you so much. Duck appreciates it, he's fevers getting worse." Katjaa replied, sounding relieved but pained. Carley cleared her throat and Clem guessed she was choking up.

"Of course. If there's anything, _anything_ I can do, you let me know."

There was a brief pause.

"Lee told you didn't he?"

Another longer pause.

"Yes, but only because I asked." Carley sat back down next to Clem.

"Is it that obvious?" Katjaa's voice was so quiet that the wind almost carried it away.

"To me it is. I'm sorry, Kat, _so-_"

"It's okay, I know you're sorry. But apologizing doesn't change anything really...nothing can change it. Thank-you though." Katjaa didn't sound annoyed. She sounded empty. She felt empty. She sounded like she had nothing left. Panicking, Clem looked up to observe Katjaa- thinking of Lee's words about Lilly. Had Katjaa given up too? The defeat was clear in the lines of her frowning face.

_No, she can't give up!_

"He can be ok." Clem was surprised how strong her voice was, both women looked at her with a pitiful expression.

"I mean, we can find a doctor in Savannah, then he'll cure him. And-and he'll be ok again."

Carley didn't say a word, but looked lost and stared into the forest again. But this time she laid her hand on top of Clem's. Katjaa smiled the saddest smile Clem had ever seen.

"Yes, I know, honey. It'll be ok...somehow." but the last part they didn't catch. The last part was for Katjaa only. And Duck, who wasn't even listening.

The quiet crept back into their circle of silence and for five minutes the only sound was the rattle of leaves scuttling across the ground. Clem stopped one with her foot and picked it up to examine it. She thought of her leaf drawings and ran her fingers across the bumpy surface. When she thought about it, life was a lot like the leaf in her hand. It had it's smooth patches and bumps and cracks. She didn't know how ahead of herself she was getting, but her little face crinkled in concentration as she compared their lives to the pretty leaf in her hand.

Suddenly angry with herself and with everything, she balled the leaf up in her tiny fist, her nails destroying any beauty it had. It was so fragile and brittle, easy breakable.

She thought then, how life was like that too.

* * *

"How hard can this be?" Kenny muttered to himself in frustration, lightly running his fingers over every button and switch that was on the control panelled wall behind him. His eyebrows rose and then dived down his forehead, there was nothing he could do with this: except maybe ruin any chance they had of getting it to work.

"Son of a bitch." he said through gritted teeth, sneering at the controls as if they were a living thing that could feel his anger.

"Nope, not really...the name's Chuck."

So startled was Kenny, he almost fell out of his chair as he spun it around to the mysterious voice behind him. Stood in the doorway of the very front of the train, was a man wearing tattered clothes and an easy smirk. His jacket reached a little past his waist, a mustard, muddled yellow. Inside was at least two plaid shirts, his dark pants had patches of different material at the knees and around his neck he wore a black scarf. His boots barely fit his feet, his skin was dirty and pink from the cold wind- his hair was a salt-and-pepper with large streaks of snowy white. His voice was deep, slow and accented with Georgia.

But most importantly, this man was alive.

"Who the fuck are you?!" Kenny exclaimed, rising from his chair and grabbing his gun he had laid against the wall. The old man raised his hands cautiously.

"If I was gunna hurt you, I would've already. Put that thing away, son, before you hurt yourself. And I already told you who I am." Chuck said flatly, feeling that this man should explain why _he_ was on his train.

Kenny faltered, but lowered his gun, "Well then tell me why you're here. On this goddamn thing of all places, it isn't exactly easy to run into other people these days."

"I was thinkin' the same thing, since this is my train and all."

"You're train?" Kenny repeated, not buying it.

"Not in writing, but I've made it my home since this whole fiasco started...I didn't quite get your name."

"Kenny." he replied shortly, still suspicious of this stranger.

"Well nice to meet you, Kenny, it's been a while since I've had a gun pointed at my face." Chuck said dryly, his own form of humor.

"Look, I haven't exactly had the best of luck with strangers." Kenny sighed, recalling the brothers.

"So you're all alone?"

"No, my family is out there," he gestured his head, "and the rest of the group."

"Group?" Chuck repeated, new to the aspect of a bunch of people. Sometimes he thought he was the only one left in the region. "Well I'll be damned. Never thought I'd see another human being in my life."

"I know the feeling."

"Well, you still haven't told me why you're here. I don't know if I'm willing to share that box-car, it ain't that big."

"We ain't here to make camp, we're here to get this fucker movin'."

Chuck blinked, "Say what now?"

Now it was Kenny's turn to smirk. Suddenly the door to Kenny's right creaked open and Lee Everett appeared holding a clipboard with a thick, stained piece of paper attached.

"Uh..." Lee trailed off, shocked to see Chuck. He didn't know if he was happy or not with the introduction of a new person. One time Lee loved meeting new people, now not so much. New people meant new complications, and their lives were already complicated enough.

Chuck nodded towards the man and wondered how much muscle this new group had, he peered over Lee's shoulder to get a glimpse of a woman in a light beige jacket sitting outside.

"Lee, this is Chuck, says this here is his train we're intruding on." Kenny said shortly, Lee raised one eyebrow.

"Now hold on, I never said you were intruding. I'll share as much as I can." Chuck corrected, Kenny looked peeved.

"That explains the things in the box-car, it was obvious someone was living there." Lee said, mostly to Kenny who listened intently.

"You find anything useful?" he asked Lee, forgetting about Chuck as Lee handed him the clipboard of the train-route.

"I see you've been touching my stuff." Chuck noted, his voice more emotionless than ususal.

"Yeah," Lee looked apologetic, "I didn't touch much though, only the map and a bottle of water."

They spoke as Kenny smiled down at the map.

"Did you drink it?"

"No...I gave it to one of the children, he needed it more than me."

"You have children?" Chuck showed a rare look of disbelief on his face now. _Children_, he nearly rejoiced at the word. Alive...children that were _alive_. He had seen so many of them die or that were dead from his brief time in the city before he found the train. He was reminded of the candy in his pocket and showed a small smile.

"Yeah." Lee said, suddenly wary.

"Thats-"

"Holy fuck!" Kenny grinned like a little boy on Christmas.

"Yep, this train heads right into Savannah." Lee confirmed brightly. Kenny felt like screaming into the heavens to rejoice their victory. Because it was a victory.

"I could have told you that, got all the maps right here," Chuck tapped his head lazily.

"Yeah, well, you know how to work this thing and get it moving?" Kenny asked, for the first time seeming actually friendly towards the old man.

Chuck faltered, "That I don't know, son."

"I don't care, nothing can stop us now. Come on, I'll introduce you to the rest of the group." Kenny wasn't about to let anything get him down now.

"I'd like that." Chuck nodded, anxious to see the children. Before all this, he had been a janitor at the local elementary school. Children had been his life: their bright smiles and innocent aura, children he loved. But when he lost his job when the school expanded, Chuck had turned to drinking and eventually fell onto the streets. He was homeless before, and now it had taken on a whole other meaning.

As Kenny and Chuck left, Lee decided to search the cab for anything that might help with starting up the train. Eventually he found a note-pad, "Instructions for starting engine" was written at the top of a ripped out page.

"Fuck." he muttered, looking into the wastebasket to see the familiar colour of yellow that was the missing page. As he rose from the ground, the way he turned it, he was able to see indentations of the previous page on the next one. Getting a mad idea, Lee picked up a pencil that was lying on the ground by the control-wall and remembered what Clem had taught him about leaf-drawings.

He shaded the full page so hard that the tip of the pencil fell off. White lines on the page showed him exactly what he wanted- and it was fairly simple.

He chuckled to himself, "Our luck just might be turning around."

Already he knew he jinxed it.

Lee didn't pretend to have a clue about what he was doing. He simply followed the rather basic instructions and patterns of switches on the page. When he was sure he had them correctly, he took a step back to double check before flipping the last one.

"Ok, so..." he muttered to himself, correcting one mistake he had made already.

"What do you got?" It was Kenny back already, watching curiously as Lee handed him the note-pad.

"I found this, instructions for the controls." Lee explained, looking over the dozen switches and buttons he had set-up.

"Well fuck me..." Kenny breathed, "It's even easy enough for our dumb-asses to follow."

Lee smirked, "And if it's easy enough," he turned the last dial in a counter-clockwise motion that lit up the entire dashboard with a luminous glow. Both men jumped and were momentarily stunned.

"That should work." he finished weakly.

"Whatever you did lit the dash up! This bitch got some juice left in her after all." Kenny exclaimed, almost jovially as he sat back down in his chair. Lee felt doubt creep into his consciousness, no matter how relieved he was about the train getting to work, it didn't excuse the fact that Duck was still bitten. He knew Kenny was in denial, that much was obvious, how long could he ignore it? Not wanting to spoil the man's happiness that something was finally going to plan, Lee cleared his throat and changed topics.

"So what do you think about Chuck?" Lee asked, truly curious for the answer.

"I dunno if we can trust him, he was a little too friendly around the kids for my liking...but if he lets us take his train without complaint, he's good in my books." Kenny shrugged, his words disturbing Lee.

"I'll go check it out, and see if I can do something in the engine compartment." Lee said, eager to get his feelers out on the new guy. Kenny handed him back the note-pad.

"Sounds good."

The sun had broken through and cast down blinding rays that warmed the chilly air, the dying trees looked positively breathtaking against the pale, blue sky. Lee could see far down the tracks at the rest of the train and saw where they were hooked on to a trapped box-car. That would ultimately stop them if they got the train powered up, he made a note to check that out later.

Chuck was sitting next to Clementine and Carley on the log, looking too entrapped by the little girl for Lee's liking. Ben sat on the ground looking gloomy and his mouth full of something. Katjaa stirred with Duck still cuddled in her arms. This made Lee worry, how long did they have until Duck took a turn for the worst?

He had a feeling not long enough...

"How's everyone holding up?" Lee said as he approached them, surprised to see that Clementine was chewing something as well. Confused, he took his spot next to Carley.

"Better thanks to Willy Wonka here." Carley turned to smile at him, Clem giggled beside her. Lee raised his eyebrows, "I'm guessing that has to do with candy."

"Chuck gave us some, they're kinda sour though." Clem explained, opening her mouth to reveal a red tongue stained with the sugary sweets.

Evidently how disturbed he was was evident on his face.

"Don't worry," Carley nudged him and pulled out a toffee from her pocket, "I got some for you."

Lee shook his head, "I'll pass."

"I guess you're sweet enough."

Mildly amused, they both shared a fond stare for a few moments that certainly didn't go unnoticed.

"Ben ate most of it." Clem announced, as Ben turned pink and looked guilty.

"We're all hungry." Lee corrected, "I'm just wondering why you carry a candy store in your pockets."

Chuck got the notion that Lee thought his intentions were more sinister, "I got lucky a few days back, found it in an old pack at a camping site not too far from here: some days I go off looking for supplies, or any other survivors. But I haven't really been lucky until now."

"Is that so?" Lee said thoughtfully, Carley gave him a look and wondered why he was being so suspicious of Chuck, who seemed like an alright guy. But she had learned to trust Lee's instincts and started to feel more cautious herself.

"Yes, sir. But I ain't never find much except more of the dead walkin' around."

"They're everywhere." Carley added quietly while Katjaa watched with a grim expression. Chuck had noticed the sick boy and it was like an elephant in the room that he chose to ignore. That wasn't his business.

"We call them walkers." Lee replied as Clem started rummaging around in her back-pack again.

"Walkers," Chuckled laughed shortly, "That's good, I never thought about puttin' a name to em'."

"I wish there was an actual name, or at least we had some idea of why this is happening." Carley shook her head in annoyance.

"I don't think we'll find that out anytime soon." Lee muttered darkly, there was a period of silence as they all contemplated exactly how alone they all really were.

"Lee?" it was Clem, nudging him with her elbow. Lee looked down to see she was concealing a piece of paper in her hand.

"What is it, sweet pea?" he asked, his tone so gentle that Chuck thought how he could have mistaken Lee for her father.

"I made you this a little while ago and forgot to give it to you." she looked shy and her cheeks were pink as he carefully took it and unravelled it in his hands. A four-leaf-clover.

"That's beautiful, Clementine." Carley praised while Chuck smirked.

Lee recalled how Clem had made a picture for Lilly because she wanted to help her 'not be sad'...did she think he was sad or was about to give up? That was something the little girl was terrified of: giving up. His question was answered soon after.

"Now I know you'll always be lucky, no matter what." she explained, eagerly waiting Lee's reaction. He looked at Clem and found himself thinking how lucky he was to have _her_.

"Well thank-you, Clem, I'll keep it right here-" he neatly folded it and put it in the front pocket of his blue-long sleeve that he had underneath his flannel, dark, jacket.

"Always?" she asked cautiously.

"Always."

It was a promise he dearly wanted to keep.

"So," Lee said, turning back to Chuck, "How did you come across this train, Chuck?"

Knowing what he was doing, the old man sighed and straightened his aching back. He understood that these people had to be cautious, but he wondered if being extremely nosy was justified by that. He was entitled to keeping his own business, just like he was sure they all had skeletons rattling in their closets. He was no exception.

"Found it." he replied simply, somewhat defensively. Lee raised his eyebrows just a fraction. Chuck sighed.

"I lived in the city before this, well, I was homeless to be frank. And when the dead started walkin' I got out early, kept walkin' myself- runnin' when they got too close. I found this here train in the beginning days, and made my keep ever since. That box-car has protected me from the creepy crawlys more than any gun ever could." he explained, everyone listening to his story.

Lee nodded, "Sounds like you've had a good streak of luck, do you mind what we're doing here?"

Before Chuck could reply, Katjaa spoke.

"You should come with us," she said not unkindly. Chuck smiled sadly at her, grateful.

"Yeah, we can't leave you without your home." Carley added, looking at Lee who held a grave expression.

"That's awfully nice of you folks, but is it ok with upper management?" Chuck hinted, nudging towards Lee, and Kenny who was walking over towards them.

"What's are y'all talkin' about?" Kenny asked, curious.

"Chuck's coming with us." Lee informed him shortly, and decided that he wouldn't mind it if he did- but he would keep a close eye on the newcomer. That's for sure.

Kenny narrowed his eyes, but as soon as he saw the look on Katjaa's face he relaxed with a sigh.

"I guess that's inevitable. But we ain't goin' nowhere without the train..."

Lee rose, remembering that spike remover he had.

"I'll get to it, sit tight everybody." Lee said, making his way towards the train. Clementine, blushing, got up and ran after him- wanting to explore the train for herself. Ben sat glumly, still chewing on his candy and Carley smiled at him. His cheeks reddened.

Kenny took a seat beside his wife and they spoke in harsh whispers that the wind carried away.

"You play the guitar, son?" Chuck asked Ben, recalling his old one he had in the box-car. Ben hesitated and then shook his head.

"I do," Carley said, "Well, I used to take lessons when I was a kid."

Chuck looked impressed, "You remember any of those lessons? I got my old guitar in the box-car."

"Oh, no, no. I don't think anyone needs to hear my rendition of _Sweet Alabama_." Carley shook her head with a short laugh. Chuck chortled.

"Alright then," he replied as he saw Lee lift Clem onto the box-car. Where were her real parents? He wondered curiously. Then corrected himself, it wasn't his business.

But secretly he thought that the dead must have gotten them. Just like they taken everything else.

* * *

Lee took some amusement from how Clem followed him, and how she marvelled at the box-car's contents. Her eyes lingered on the crate of broken objects and she curiously bit her lower lip as Lee jumped down to the other side. Clem looked back, expecting Chuck to be glowering at her for even thinking of touching his things. Alas, her curiosity got the better of her and she gingerly picked up a small toy car that had lost it's wheels.

"Why does he keep all this stuff? It's broken, he can't use it."

Having a use for things had been grated into all their brains. If it wasn't useful, what was the point?

Lee had no idea and shrugged his shoulders, "I suppose it's his way of passing the time."

"What do you mean?"

"Well, some people collect stamps, silverware, we all have our own funny little habits. I guess Chuck's is to collect...um...toys." Lee finished, rubbing the back of his head and feeling uncomfortable. Why _did_ the old man have that crate of garbage? Surely it didn't have a nostalgic meaning...

Clem put the car back in it's place, "My dad used to have a lot of pens. He said they were one-of-a-kind, but he never let anybody use them. They were from hotels and markets, some were really funny looking." her eyes became clouded as she remembered, "is that kind of the same thing?"

"A funny habit." Lee confirmed, and gestured her forward so he could help her down. She was light, and it bothered him. Food was rare, extremely so now that their resources had been left back at the motor-inn. His thoughts were interrupted by the pressure of her hand slipping into his as they walked down the length of the train-car.

His own stomach growled despite himself.

"So," he began as they reached the train-spike. "What do you think of Chuck?" Lee had always valued her opinion, sometimes children were more observant and picked up on things adult seemed to always overlook. Without noticing, Clementine frowned exactly the way Lee would have. She settled herself stop the small ladder and squeezed the cold metal with her hands.

_He's nice_, it was what he was expecting to hear.

"I think we can trust him." was her actual reply and this momentarily stunned him as he fixed the spike-remover into place. Nice didn't matter now...the thought of Clementine evolving was both strengthening and unsettling.

"Trust, huh?" he chewed it over, seeing her expression was calm.

"And he's nice, he gave me candy."

Almost relieved, Lee grinned and chuckled deeply.

"That doesn't mean we should trust him."

"I know...but it helps."

"I bet."

"So...is he coming with us? Kenny looked a little mad over that." her voice was hopeful.

"Kenny is just cautious but I don't think we really have that much of a choice since we're taking his home." Lee admitted with a grunt, popping the spike out. There, they were unlatched and about ready to go.

"I think we should all stick together."

"I think so too." and they exchanged a gentle smile, she was more like him than he realized.

He offered her his hand as she jumped down from the ladder and they walked back up to the train-car.

"Are we almost ready?" she asked, he looked down at her for a second.

"Almost, Kenny and I are working on the controls." he assured her, giving her another lift. Unthinkingly, she offered him her tiny hand to help him up when he could so easily swing himself inside.

He raised his eyebrows at her and she flushed.

"Do you think you're strong enough?" he asked, lifting himself onto the platform. She giggled.

"Never." she teased. Lee smiled, even though he had lost some of his muscle through his lack of diet, he was still a strong man.

"Hey now, I'm not the one eating candy."

She wrinkled her nose at him and he tapped the brim of her hat as they rejoined the others.

* * *

Eventually the train was ready to go. The sky was beginning to meet it's dusk, the horizon a deep golden hue. The wind had died down but left a sharp sting of coldness in the air that made the palest of cheeks rosy. Supplies from the RV (as little as they were) were stored in the box-car and Chuck hovered almost protectively over his things and sat Indian-style while playing a slow, mellow tune on his guitar as everyone else got ready.

"_Well your faith was strong but you needed proof, you saw her bathing on the roof. Her beauty in the moonlight over threw you."_ Chuck sang slowly, to himself, and no one heard him. He didn't mind if they had, sometimes he had wished he had an audience on the days when he was feeling particularly lonely. He didn't have to worry about that now, and he hummed as he strummed; a man with an easy smirk and adapted fingers.

Katjaa eyed the box-car, the weight of her boy wasn't as nearly as strong as the weight she carried in her uneasy stomach. They were moving on, but how could they? There was no moving on for her, not when her son slowly died in her arms. And she realized just how hopeless things were now, there would be no doctor. There would be no saving him. If she wasn't no tired she might have cried, but what was the point anymore?

"Kenny." her voice was shaky, broken. Lee, who was close by, exchanged a look with Carley who had just put the last thing from the RV in the box-car. Ben sat with his legs crossed inside, listening to Chuck's humming and feeling it buzz around him. All the while he was thinking of how on earth he had deserved to stay alive this long.

Kenny's grimace changed into a scowl as they all faltered, looking at him.

"Time to get on the train, hon." he said, his teeth gnashed together. His wife's eyes glistened.

"We have to talk about-"

"There ain't nothin' to discuss."

"But there is." Lee interrupted, he was the last person that wanted to talk about Duck's condition. But the boy was growing weaker, his skin paler, and the rims around his eyes were darker. Even from three feet away, his laborious breathing was heard. Clem looked up at him and felt herself shake.

"I said-" Kenny began, angry.

"We can't ignore this! We have to talk about what's going to happen when he takes a turn for the worst." Carley said in one, shaken breath. Kenny glared. Why were they all so intent on giving up? Duck would be FINE...wouldn't he?

"You shut your mouth." he growled, Carley frowned but didn't take offence.

"Hey," Lee warned, tensing, "She's right, Kenny."

"What if we can't find a doctor in time?" Clementine added gently.

Kenny felt like screaming.

"Get on the train, Clementine." he forced himself to calm down, "All of you: get on the fucking train. The plan is still on, we're going to Savannah, we're getting some help and we're getting a goddamn boat. I'm not hearing anything else."

They all looked at him and wondered how much his denial had changed into an obsession.

_Well baby I've been here before_

_I've seen this room and I've walked this floor_

_You know, I used to live alone before I knew you_

_And I've seen your flag on the marble arch_

_And love is not a victory march_

_It's a cold and it's a broken Hallelujah_

An hour passed.

Everything was silent, everyone was quiet. Katjaa still clutched Duck, whose breathing had gotten worse. She mumbled something, her lips moved so slightly but no one heard her. Although Lee swore it was the words to the lullaby 'Mockingbird.'.

Lee himself sat opposite Katjaa, with Clem and Carley on either side. When the first hour passed, Carley had sighed deeply beside him and he moved his hand gently on top of hers. No one saw the affectionate gesture, and certainly no one saw the way Carley had stroked his thumb that she caught in her fingers: her way of thanks. Chuck was still strumming his guitar and smiled at Clem who recognized the tune.

"You know this one, little girly?" he asked, the first words to be spoken. Ben raised his head from his hands and watched dully as Clem got up and ventured over next to him. As always, Lee was also watchful.

"Not really, but my teacher used to sing it in class sometimes. She was a great singer."

"Ms. Moore?" Lee asked lightly, recalling the leaf-drawings again. Clem smiled at him shyly and nodded.

"Why don't you sing it?" Chuck asked, he had been playing the same song over and over. Clem blushed.

"I'm not a good singer, and can't really remember the words."

"Well, one day I'll teach them to you." Chuck's eyes softened and Clem felt her likeness for him grow.

"I'm sure you have a lovely voice, Clem." Carley added pleasantly enough. If she tried really hard, she might have been able to ignore everything.

"And what about you?" Lee turned to Carley, "I wouldn't mind hearing you sing."

"I'm a news reporter, not a soprano. Trust me, it's in everyone's best interest for me to keep my pitch as normal as possible." Carley said, Clem smiled at her.

"That's too bad." Lee replied, still thinking that he would have liked to hear her sing. She tilted her head as he stared. It was surprisingly difficult to look away.

He moved his hand.

"Quite a collection you've got there, Chuck." Lee changed topics, shifting in his spot as Carley looked sightly disappointed. Chuck looked at his crate of 'oddlings'. It was a name he had created for it: the things he had picked up along his journey, objects that meant something to someone before. He liked to think he carried a part of them all with him in that box, a bit of human life. He knew it was odd to anyone else but him. Hell, he was half-convinced he was crazy anyway.

"Yup." he simply replied, noticing Clem take a longer look. "You can look in it, might even be a toy in there for ya."

Smiling confidently, Clem started exploring it's contents.

"Mind telling me why you've got all that junk?" Lee didn't mean to sound insensitive.

"Funny habit." Clem corrected him mindlessly. Chuck chortled.

"I suppose it is pretty funny, but it's not junk. I'm not really sure why I've kept them all this while, it just reminds me of what it was like ya know? Yo-yos, match-boxes, little toy cars, even cola cans...mementoes of the normal days."

Normal days, how odd. Lee thought it was, in it's own way, profound, and thought deeply of the normal days. He suddenly felt that Chuck's collection wasn't odd at all.

"That's hopeful in a sense." Carley commented quietly.

"Hope." Katjaa added underneath her breath, something she now knew she had lost.

Suddenly everyone was quiet again.

Clementine's quiet gasp was like a gun-shot and everyone looked at her as she pulled at object up from the crate.

"What is it, Clem?" Lee asked curiously, about to rise.

The look on her face was kind at first, but then slowly shifted into a sullen glow. Everyone watched as she pulled out a small, toy robot. She gently held it by it's one arm and laid it delicately in her palm. It was fairly tall, covered with fractures and cracks in the plastic. Small red and black buttons dotted it's mechanical-looking chest and for a hand there was a claw. It's legs were stocky, and at the ends were high, bulging black boots. She brought the leg forward and heard the hiss of the mechanics. The helmet was simple and the button on it's back told her that a red light would have shone through it if it had batteries.

This was a cyborg, Duck's cyborg. Clem was sure of it and it took a moment for the rest of her group to understand. Chuck, of course, remained oblivious.

"I picked that one up at a camp a few weeks ago, it's a funny little guy." Chuck nodded, his strumming paused.

Clementine looked at Katjaa who held her gaze for a long while before stroking Duck's sweaty hair. What was she going to do? It had too much importance, she had to show him. He would laugh and run around with it soaring through the air, animating a great story while he did so. He _would_...

No. He wouldn't. Duck couldn't even recognize his own mother now. Suddenly furious, she felt like flinging the thing out the window. She wanted to smash it into a million pieces, so fragile like the leaf had been. Like they all were. Seeking solace, she looked instinctively at Lee. His expression was so sad and he gave her a look that meant he understood. Her fit over, she sighed and sat back clutching the little robot in her hands. She was not a child, she reminded herself she needed to be tough. But that moment all Clementine needed to be was herself: the girl who missed her friend and so desperately wanted him back. Even if that meant he would annoy her with stories and pull on her hair, especially that because those were the things that made Duck so special to her. He was always special, why was she only thinking about this now?

A sudden fit of blubbering, harsh coughing startled everyone. It was Duck.

Chuck looked down, Ben closed his eyes and Katjaa called Lee over because she doubted her own composure.

"Please," Katjaa said, fighting sobs. She struggled with him in her arms, not being able to wipe the blood away from his mouth that he had coughed up. "Get that off his face, please."

Lee took out a hanker-chief and felt immensely pained as he gently wiped away the crimson from Duck's clammy face. Katjaa looked at him with such heart-breaking pleading in her eyes, tears trickled down her cheeks.

"Tell Kenny to stop the train, there's no time left. H-he's run out of time."

Lee nodded once, nothing needed to be said. He left them all staring after him and when he left, silence remained.

_Well, there was a time when you let me know_

_What's really doing on below_

_But now you never show that to me_

_Do you?_

_But remember when I moved in you_

_And the holy dove was moving too_

_And every breath we drew was Hallelujah._

Kenny had stayed in the cab, keeping an eye on the tracks and deliberately avoiding everyone. Hence why he felt annoyed when he heard the sound of the door opening behind him.

_What now?_

"You need to stop the train." it was Lee, of course it was Lee. Kenny looked at him once, said nothing, and continued to stare out at the tracks. Lee sighed, this was hard for him, almost too hard. They didn't have time to argue, and that was the point wasn't it? They didn't have _time._

"Kenny." Lee said, bringing the bloody handkerchief out from his pocket and putting it directly into Kenny's view.

"What?" he replied hastily, barely registering.

"_Ken._"

"What the hell's that?" his voice was dead, and he chose to ignore it.

Lee swallowed, "Your son's blood."

"Get out of here, Lee." and his tone wasn't as fierce as Lee might have guessed. It was more...fragile.

"Your son...is _dying._"

_I'm sorry, Ken, I'm so-_

"Nobody knows shit. He'll be fine. How many more goddamn times do I have to say it?!"

"I'm sorry."

As if that could actually mean something.

Kenny released a hot breath and turned to face Lee, "What is the fucking deal? He's a little sick, but we can't just quit. Aren't you the one thats always saying not to give up? Because it sounds like you've already given up on my son. It's a scratch. He's not like the others."

Lee knew he was trying to convince himself and didn't reply for a few tense minutes.

"Stop the train."

"Fuck you."

"Stop the train, god dammit!"

"Or what?" Kenny sprang up in Lee's face, and for a second all he wanted was to beat some sense into this man. Duck needed him, that was the only thing that prevented Lee from punching him.

"Calm down and-"

"How the fuck do you 'calm down' after a day like today?!"

"By talking to your friend." Lee was startled by how much he meant it. Kenny, not so heated, sat back down. Friend. The word shook him, it was a word he so desperately wanted to accompany with Lee Everett.

Lee studied this man and came to a sad realization.

"You think you're the reason Duck was bitten, like you had this coming or something...Kenny, I know we've had our differences, but I'm still the man you met at Herschel's farm. I'm still your friend and you have to listen to me now. _You didn't kill Herschel's son._"

Shocked, Kenny's eyebrows condensed and he buried his face in his hands. Emotion rocked him, how did Lee know how much that farm had plagued him? The day Kenny had saved his son and let another man's die. He never forgave himself for that, and now Duck was paying for it.

"Yes," he breathed, "I did. And now it's catching up to me."

Lee frowned, "That's not what went down. You looked out for your own kid and a bad thing happened to someone else's."

Kenny raised his head and brought a hand over his face, "There ain't no way this world let's my son live when I helped put someone else's in the ground."

"That's not the way it works. You know that."

Lee put his hand on Kenny's shoulder, "Stop the train, man."

And a few moments later, the brakes wailed loudly and the train slowed to a stop and a trust as well as a friendship fell back into place.

_Hallelujah_

_Hallelujah_

_Hallelujah_

_Hallelujah_

**Hallelujah- Jeff Buckley (Leonard Cohen)**

**My dear readers, more updates are to come. I'm sorry it took so long for me to update, but this chapter was a biggie! Please leave your thoughts or concerns, I appreciate them all so much. Perhaps we might even make it over 300 reviews! Love to you all.**


	12. What Remains

**Attention: I highly advise you listen to "Sorrow" by Harry Gregson Williams (off a soundtrack) while reading this. So, enjoy. Or, rather, endure. Duck was a character I never thought I would like, but his death is one of the biggest turning points in all the characters.**

_That though the radiance which was once so bright be now forever taken from my sight. Though nothing can bring back the hour of slendor in the grass, glory in the flower. We will grieve not, rather find strength in what remains behind- William Wordsworth_

It wasn't suppose to come to this.

This. Did it have a proper description? Because no matter how hard he thought about it, there were truly no words.

This. The one thing he had promised himself he would never let happen. And what kind of a father was he now, when he couldn't even protect his own son?

This. It had been long coming. The suffering he had inflicted on Herschel was coming back to him: reparations. No matter what Lee told him, he knew what this truly was.

This, it was the end. The real end, to everything.

Kenny had no resistance in him now as he stepped out of the train cab. There was no fire in his eyes as he slowly climbed down the ladder of the train and proceeded towards his wife who embodied the very picture of a woman who didn't know quite what to do with herself. He was supposed to be the strong one now, for the both of them...but in what would he gather strength from? Not from the pale boy in her arms, and not the people staring at him with grievance constricting their expressions. Kenny could not find anything to draw strength from, so he had to find his own courage: bravery and composure that sprouted deep inside him and came from the one thing that was breaking him now.

The love for his boy.

_I've gotta do this for him. For Kat, oh, God, _Kat_. Look at us now, I thought nothing could phase us. But really, we're just as breakable as anyone else. Our boy, that's my boy..._

He had been a special child since the beginning. Kenny had marveled at him, and never ceased to be amazed at his spirit. He had shown optimism in the darkest of times, a comet streaking across the blackest of nights. Duck was, simply, his love and his pride. Duck was good, he was the only good left in the world.

But even the brightest of lights are extinguished.

Swallowing hard, Kenny took a steady breath before meeting his wife's gaze. Her's was the only one that really mattered. There was pain there, so much pain that he was momentarily stunned. An icy chill raced through his body and his hands began to shake. Something needed to be said, but Kenny's voice restrained. They had all gathered around, looking at him, Kenny could practically hear their thoughts.

"Ken." Katjaa said, quiet and sad and soft. He looked to her and reminded himself of how much he loved her. "I think it's time."

"The boy's bitten, if y'all haven't figured it out by now." he snapped, angry that this had happened, angry at himself. He spoke with detachment; as if the boy in his wife's arms wasn't even his. Because secretly, Kenny knew that now he wasn't. Duck was gone, faded, _extinguished_. This was only his body, now an empty shell. So many things were empty now.

Everyone somehow knew. Ben looked like he wasn't really there, not knowing what to say or where to look. Chuck looked grim, uncomfortable, he had finally stopped strumming and both him and Ben leaned against the train. Carley looked like a statue, her emeralds glowed with sadness and her lips parted slightly as if she wanted to say something. Clementine sat, with her legs dangling over the side of the train-car. In her lap was the robot she had spent the last ten minutes vigorously cleaning with the end of her hoodie. She didn't know what had possessed her to do such a silly thing. No amount of scrubbing could erase the grime dug into the crevices of plastic, or mend the cracks in the helmet. Nothing she could do would make it look any better. And that went for many things. Alas, she felt it was her duty to do this, not for herself but for her friend. Duck. He had wanted a cyborg so badly, his envisions came back to her and she uttered a quiet gasp of air as she restrained a sob. Her grip clutched tighter, her muscles clenched almost painfully.

_Don't cry, don't cry._ She willed herself mentally, and soon felt a large, warm hand on her back. She allowed for herself to be pulled in and rest against the body of Lee Everett. He was warm, big and welcoming. Clementine opened her eyes, he was sat down next to her and rubbed her arm soothingly. It was all he could do and it helped only for a moment. Wide-eyed, she looked almost transfixed as she stared off in the distance. She couldn't look at him, but the sound of his breathing did enough. In her hands, the cyborg shook.

There was something so tranquil about that moment, a terrifying calm. Katjaa stared at her husband with an expression that read "we have to do this." Kenny looked to be on the verge of tears and Clem found herself most interested in his expression. She had never seen him cry, believing he was the second toughest of them all (the first being Lee). It was then that Clem realized that everyone isn't as tough as they make themselves out to be. She reminded herself that Duck was Kenny's son and her sobs built up in her throat for both parents. They were all family: it was twisted, and maybe even a little naive, but she felt that they were all bound together by something. And now Clem felt worse, because she knew she wasn't just losing a friend. It was like she was losing a brother.

_I never had a brother before, did he think of me like that?_

Clem suddenly pictured Duck, lying on some patch of earth that was gnarled with roots and thickets. He was motionless, pale, his eyes were closed. Then suddenly they opened, wild, dead and hungry. Would he turn into a walker now? She shuddered and cuddled closer to the man wearing the deepest frown.

He felt her against him, so small and fragile and vulnerable. He heard her breaths, gulps of air that were silent but he still caught them. This was something Clementine should not be exposed to, and he would give _anything_ for her not to see her friend like this. But what Lee knew to be right and what he could do were two totally different things. He couldn't shield her from everything, something he had always struggled with. And never had it impacted him so much as it did right now. Lee remembered his dream and held her tighter, comfort for the both of them. He looked now at Kenny and Katjaa and felt their raw emotion penetrate his very soul. He wanted to say he was sorry, but that would be like a slap in the face. They didn't want condolences. It wouldn't do either of them any good. Lee decided he would do what he could to help, of course he would. That was _Lee_. But the kind of help they needed...he didn't know if anyone was fit for that job. There simply was no easing the pain or any word he could say that would take even an ounce of that pain away. This was their child they were saying goodbye to, and Lee could only watch. Suddenly he felt Carley stir, she crossed her arms and was emotionless now as the silence thickened. He looked at her until she returned his gaze.

_What are we going to do?_ He thought and as if understanding, she tipped her head slightly. It was almost a pitiful expression. But in reality, Carley only pitied two people at the moment. She wouldn't lie and say she knew what they were going through, that would be the biggest insult she could say. Carley didn't know what it was like to lose a child, and felt that that pain would kill her. All she understood was how much she cared for these people and that was enough to cripple her. Saying goodbye is easier than accepting it.

Katjaa blinked away tears. Her entire being convulsed and shattered at what they had to do. She no longer knew how to take a calm breath, or how to smile. Life had drained from her, absolute sorrow remained. Distantly, she thought of her own fate and became obsessed. She wouldn't part from her son, how long would it be until they were joined again? A second would be too long.

It was something that needed to be done.

"What do you need?" it was Lee, the silence was too much. Kenny shook his head, it took him a few moments to form words. His brain shocked back to function.

"I-I-I." he stuttered, trying to clear his vision of the tears that pooled. What has happening? He couldn't understand that this all wasn't a sick, sick dream.

"Katjaa?" Lee asked quietly, they couldn't wait any longer. They didn't know how much time Duck had left.

Almost startled, she looked at Lee with a crazed look in her eye that vanished in a quick second. Slowly, she made her way over to the train-car and laid her son down. Although she wasn't next to Duck, Clem slid down and stood beside Carley. Both Ben and Chuck eased off their positions of leaning against the train.

"Hon." Kenny said weakly. She might have heard him.

As gently as a summer breeze, Katjaa cupped her son's face and looked with so much love that Lee felt he would always cherish that expression. She smoothed his hair back, wiping away invisible specks of dirt from his cheeks. His skin burned underneath her fingertips.

_You're my boy, my good, wonderful, spirited boy. I love you, I love you more than anything in this world. My Duckie..._

"This," she finally replied, not looking away from him now. Every moment counted. "It...it isn't possible. It can't be, can't be...Ken?"

Hearing her voice break, Carley wiped away tears that slid down her cold cheeks. Swaying ever so slightly, Kenny pressed his lips together and sniffed loudly before answering.

"What are we going to do? I mean, what is there for us to do?"

There was something almost admirable in Katjaa's voice, "We can't let him become one of those things. Not our son. I won't let him turn."

That would be the one thing she would never allow. Her son would never become the thing that killed him: evil, wrong and _inhuman. _They all respected that. Clem hung her head. Kenny raised his eyes from his son, they rimmed with something Katjaa couldn't identify anymore: hope. It was a mad thought really, but it rang throughout his body with a power that shocked every nerve. What if there _was _hope?

"But, what if...what if he doesn't? What if he'll be alright? I mean, he can be can't he?" there was almost a pleading in his voice. A plea to God.

Katjaa frowned, but felt reassured by this man. Something in her husband gave her confirmation that he would be alright. He would always be able to survive, he was _so much stronger than her_. Kenny would never give up hope like she had.

"Kenny, I love you very much...I love our son more than life itself. I _need_ you to hear me. What you are saying, that he may not turn, is foolish."

"But-"

"No." her eyes were wide, she stood up from her son and looked at him as forcefully as she could without breaking down completely. Lee hovered closer as Kenny struggled to keep himself together. He raised his hands to his head in frustration and almost fell to his knees.

"There has to be something we can do, _anything-_"

She embraced him. With all she had, she held him. Kenny couldn't hold back his emotions any longer, tears streaked down his face as his wife smoothed his back.

_I love you, I'm sorry, Kat._

"If you think of something, you let me know." she breathed, and he closed his eyes as their heads laid against one another. It felt better to be together, to be connected in such a small way in their despair. They needed each other, but Kenny felt like something was quickly slipping away. She released him, but that wasn't what he meant. Faking a sad smile, Katjaa caressed his cheek and wiped away his tears with her thumb. The strength he had mustered drained from him as he felt himself smiling back. He held onto her hand and kept it there.

"Kat, is-is there something we could give him? Some sort of pill-"

Her expression clouded, the facade dropped.

"Stop it," she whispered. The time for hope that things would be easier was gone. For her at least.

"He can just drift off to sleep, right, hon? I mean," he let her pull away from him, her hand left a burning on his cheek. Like a ghost, Katjaa drifted back towards her son- the numbing cold returned to her.

"Jesus, this is our son." he finished, his voice cracking. Aggravated, Kenny wiped his eyes. He looked around at them all, his eyes lingered on Lee before he fell to his knees.

"No...my son." his words were muffled and he stayed there, slumped for a very long time.

"Sun's setting." Chuck noted dully, observing aloud as he gazed up at the pink sky. Clem looked up too and kept looking up until she heard Kenny rise.

"Are you trying to fucking _rush_ this?" Kenny said savagely, ready to rip the old man's head from his slack shoulders. Alarmed, Chuck raised his eyebrows.

"No, he wasn't." Ben answered for him, knowing that Kenny was about ready to blow.

"Ken," Katjaa said once again, her husband responded faintly. "We know it's here, or nothing." she gestured to her temple. She proposed the impossible. Kenny's world began to spin, literally. He was dizzy and blinked rapidly before going over to her and finding solace using the train-car for balance. Every fibre of his being denied such a possibility. Wordlessly, his fingers hesitantly inched their way over to the much smaller ones that were smoldering warm and limp.

_My boy..._

"Katjaa," Lee spoke, his voice sounding deeper than usual. No way would he let them do that, it was a line Lee wouldn't let them cross. He suddenly knew what he could do to help them, and was persistent with telling himself that he had to do it. _It'll destroy them_, Lee thought. He had seen enough destruction.

"I'll do it."

Three words that changed everything.

Everyone looked at Lee with varying degrees of disbelief. But no one as much as Kenny. He sighed, knowing full well what the outcome would do to him. But he didn't matter, Duck mattered and Kenny and Katjaa. He would do it for all of them and spare them that much.

"_Lee_." Carley murmured, finding herself wanting to reach out and touch him. And she almost did. What he was saying, it shifted something inside her. It reinforced something she had known all along. Lee Everett was a good man, the best kind of human she had ever known. Touched beyond description, Carley's breathing staggered.

"I can't let you do this, it should be a parent." Kenny grappled onto something, anything to prove he didn't need Lee as much as he truly did.

"No parent should ever have to do this." Lee replied, his voice hoarse.

Katjaa's eyes warmed with tears, "If you do this, you'd be doing this family a great service. One we could never repay."

Lee nodded and looked at Kenny.

The harsh words spoken, the dishonesty, distrust, the fracture in their friendship...Kenny found himself willing to forgive and forget. They both were, it passed in an intense look of both sadness and mutual understanding. Kenny, looking like he hadn't slept in a month, gruffly placed one hand firmly on Lee's shoulder. That was all it took. Lee nodded shortly and his cheekbones flashed.

"How long do you need?" Lee could scarcely believe the words that were coming out of his mouth. Kenny looked at Katjaa.

"We should take him into the forest, say-say what we need to say there." Katjaa was barely seeing anyone now. All she could focus on was her son's breathing and the own frantic hammering of her heart.

"Alright." Lee agreed quietly, watching as she took her son up in her arms. Time was fleeting, this wasn't really happening was it?

"Kat," Carley went forward but found herself stopping when she saw the look on her friend's face. It was a look of pure agony and departure.

"It'll all be alright," Katjaa said to everyone, understanding that these were her last words to these people. She found her throat closing as she faced the forest and gripped her son tight. Kenny gave them all a painful, sweeping glance before slowly following his wife as she walked towards the dimly lit woods.

"Wait!" it was Clementine, her exclamation alerting everyone. Before Lee could react, she raced towards Kenny and Katjaa. He couldn't make out what she said, only survey the small smile Kenny gave her as she handed him the toy-robot. Seeing how her little face froze with tears gleaming in her eyes, Carley bent down and opened her arms for her when she got close enough.

"Oh, sweetie." she said in a small voice as Clem welcomed the embrace. Carley held her tightly, keeping her in one piece. She closed her eyes, taking measured breaths to steady her own inner turmoil. It would all be alright...Katjaa's words scared her because she hadn't recognized the woman that said them. There was so much pain, Carley thought about it now as she held Clem; so much so that she knew that were all infected with it. Whatever evil their world had, it pumped through all of their veins. Life now was on a timer and she curiously thought about all the times her timer had almost run out. She didn't know how much longer she could go without breaking, or until that evil caught up to her. She was a survivor. She began to re-evaluate that.

The tears left lines on her cheeks, staining them with a transparent glow as the setting sun flooded them all with departing light. As Clem stepped back from Carley, she looked towards Lee. She knew he was going to do something for Kenny and Katjaa, and it terrified her.

"What's happening?" she asked, her voice so innocent and weak. Lee knelt down to her height and took her hands in his much larger ones. She knew whatever he would say would be important, as was everything when he looked at her so intently. She waited.

"I'm going to go make sure Duck is alright." he replied, the depth to his voice softened into a velvety assurance. He had to make this as easy on her as possible. But her dark brow creased and she looked worried.

"But Duck was bit, he can't be alright."

He sighed and advanced his hands to her shoulders.

"I know, sweet pea, I'm-I'm going to put him out of his misery." oh how it was killing him. Suddenly she understood and the sounds of gun-shots flashed in her mind. She instantly remembered the many times Lee had shot walkers, _it had to be the head. _Blinking slowly, she realized that Lee had been protecting her then and he was protecting Kenny and Katjaa now.

"Oh." she answered, emotionless as more tears inched their way out of her eyes.

"Hey," he whispered gently, trying to smile for her. She looked at him with a mixture of panic and sadness. "I know that you're upset now, but you're strong. I know just how strong you are. Like Katjaa said, it'll all be alright."

_I'm not as strong as you,_ she thought and guiltily scolded herself.

Not knowing what to say, Clem nodded faintly and Lee lifted her up so she could sit more comfortably on the train-car. Chuck and Ben looked at him with sympathy.

"What you're doin', son..." Chuck tried, shaking his head at his loss for words.

"I'm sorry, Lee. Oh, God." Ben sighed, what more could he say? His legs feeling like jelly and his stomach churning, Ben made his way over to the train-car so he could sit next to Clementine. His thoughts were selfish and guilty and remorseful. Paling, Ben put his head in his hands and squeezed his eyes tight. This was all his fault. If he hadn't made that deal with the bandits, they wouldn't have come to the motor-inn, walkers would not have gotten in, Duck would not have been bitten in the raid, and Lilly would not have lost it. Everything bad that happened was because of him. Every death, including Duck's now, was his doing. The self-hatred he felt, the agony that ripped him apart, it was blinding.

_Duck, little buddy, I'm sorry._

Not quite knowing what Ben meant, Lee just nodded solemnly. There was a few moments of silence before Lee felt a hand on his back. Before he turned he knew it was Carley, her touch was something he could easily identify now. She looked at him, her hand now hanging back by her side. She wasn't crying, he observed this with some relief, but he saw the same watery glow to her face as Clementine.

"I wish this was easier." she stated, looking exhausted. Chuck was about to say that it never would get any easier, but he felt that this was a moment just between the two of them.

"So do I." Lee replied heavily. Something told him she wanted to say something, but whatever it was he had a feeling she would say it later when they were alone. Instead, Carley reached up and kissed him on the cheek. It wasn't like the one time before, that had been playful and teasing and meant nothing. This time it meant something. Her lips pressed gently against the roughness of his cheek, and stayed there for longer than he had expected. Lee felt that this kiss was an expression of gratitude and instantly his body flooded with emotion. When she broke away, he saw in her eyes the exact warmth he was feeling. Trying to explain it would be foolish, hell, he didn't even know where to begin. How he felt about Carley, it simply was something he had to trust. He was about to say something, but his words were cut off by the sound of a gunshot screaming around them. It came from the depths of the forest.

Everyone other than Lee and Carley, having felt they had saw a rather intimate and private moment, gasped quietly at the sound. Clem almost whimpered because she knew that it wasn't good.

The moment was gone, and Lee's expression grew serious as he stepped away from Carley.

"Everyone stay put." he said, heart beginning to pound.

"But-" Carley began, but Lee was already gone. As she watched him become swallowed up by the darkness of the trees, she became sensitive to the sun warming her face.

* * *

Lee could barely keep the wild panic at bay. As he raced past, he became a frantic blur. Something was wrong, it gnawed at him. They couldn't handle anymore bad luck, he felt it in his bones. Eventually he made it to the clearing Kenny had stopped at. And the first thing Lee saw was the man standing motionlessly, his head hung as he stared blankly at the ground with the cyborg held loosely in his right hand. It was a small area, clear of underbrush but was shielded by beautiful spruces. If he was listening intently, he would hear the bubbling of a trickling brook.

"Ken-" but the words died in his throat as the gunshot was explained. There is a time when shock becomes paralyzing, and that catatonic level of paralysis momentarily stopped him from walking any further.

Katjaa lay just a few inches from her son who slumped against the smoothness of a particularly small tree. Her eyes were almost peaceful as she gazed up at the setting sky above, around her head was a pool of blood that slid through the grass and soaked her honey-colored hair. In her hand was Kenny's gun and the last of her tears fell down cheeks that had already begun to pale.

"No." Kenny's voice was inhuman and the sound that escaped him even more so. He crashed to the ground, staring at another light that had escaped him.

"What...what happened?" Lee asked breathlessly, the stiff bristles crunched beneath his feet as he found a place near Kenny.

"She took my gun, said she wanted to do it herself...I tried to stop her but, but," he sobbed, heart-retching cries that echoed around them. "Oh, God,_ Kat_, why?"

Lee had an answer, that she couldn't live without her son. But he remained silent as Kenny touched his wife's face and tenderly closed her eyes. Kenny cried for a few more minutes, baring his soul to the sky with furious screams. Lee wouldn't tell him to be quiet, he couldn't tell him to do anything now.

Duck still remained, his breathing almost mocking. His eyes were also closed, a grey tint circled them. His skin looked sick, the rise and fall of his chest was fainter. Suddenly, Kenny was silent and rose from the ground. It was so unsteady that Lee almost braced him. Kenny stood, unfeeling and colder than the air around them.

"What do we do?" he said, all in one exhale. He couldn't believe what was in front of him. His family, gone. Extinguished. And with them, all the light in him was gone.

"We do what has to be done." Lee replied, taking out his gun that rested in his waistband. Slowly, Kenny nodded slightly as Lee stood by his side.

"I can't do it, I can't. I'm sorry, Lee." he shook his head sadly. Lee held nothing against him.

"You shouldn't do this. Don't look."

"No, I want to look."

And in a maddening moment of time, Lee found himself raising his gun.

A second gun-shot wailed.

It was over, done with. Now was the time to move on, but they couldn't. Kenny looked at his son but it was too much. It was all _so much_. He couldn't keep it in, nothing could make him accept it.

Lee's face crumpled and he cleared his throat, "Chuck might have, um, he might have a shovel." What was he saying?

Kenny glowered at the ground, the truth remained. There was no time for a burial.

"No, there's no time. Let's go." But before they did, Kenny went forward and gingerly placed the toy robot by his son's side. The rattled breaths had stopped.

"He might need it." he muttered.

Crows cawed in the distance, and a breeze encircled them. Lee let Kenny brush past him, his gaze lingered on his fallen friends. When Kenny's footsteps became faint, he finally turned and walked away.

Kenny stared ahead, his mind not with him as his legs kept forward. How he was supposed to live now was something he couldn't answer. Everything had been taken from him, he was stripped bare and bloody. His instincts remained, the only thing he had do to now was survive. If that was possible, but he promised himself he would. And it wasn't for himself that he made such a promise.

When you can't live for yourself, you live for the idea that the people you've lost aren't so lost after all.


	13. A Golden Promise

_In the wild grass weed_

_We just lay and hide_

_Watching the chemtrails cross the pink sky_

_Cause I don't really want to go home_

_to places where they keep time_

_to places where we'd never find_

_dandelions flying high_

_in the marmalade sky_

Clem was tired. In all the angst and torment she had experienced thus far, never had it weighed down on her as much as it did now. The loss, pain and pure sorrow had plunged through her finally, turning her small bones into lead and she practically slumped against the smooth texture of the train-car. Curling into a tight ball, she leaned on the warm figure next to her. He was always so warm to her, that she soon no longer felt how numb she was. Feeling her against him, Lee lifted his arm so she could cuddle closer and she listened intently to the war-drum heart-beat that reminded her so much of her father's. But suddenly this made her even more sad and she focussed on the _chud-chunk_ of the train passing over the tracks. And for now she would be content with that. Clementine didn't worry about the future as she slowly drifted off to sleep, she couldn't. That feeling would be over-whelming.

It was another shift. Lee saw this as the darkened light of the day washed over them through the patches of trees as the train rolled by. Sometimes he had to close his eyes against the glare because the train-car door was still swung open and he would be momentarily blinded. By he didn't really mind it, the rays almost warmed his face against the chilly air that encompassed them. No one else really seemed to mind it that much either. Well, the rest of the group didn't really seem to mind anything at the moment. Lee hated this. He hated the silence and he hated how he didn't know what to say that would help any of them. He was also furious at the fact that every pair of dull eyes was distant and downcast. It bothered him because he felt that the cracks in the group he had been trying to mend all along, had finally tore down. He couldn't see a way for them to move past them, hell, did they even want to? There would be no proper functioning again, nothing in their warped way of apocalyptic normalcy would remain.

Everything had changed so quickly and so dramatically, it made his head spin. Still, he was stubborn and reminded himself that he was the man who always picked up the pieces. Even if it was hopeless, he still had to give it a try. After all his teachings to Clementine about not giving up and maintaining the notion that things would get better, it would be awfully hypocritical of him not the believe it. A large part of him really did believe it, but an awfully powerful part of him who had just shot a child just felt like sulking and soaking in the extremely appropriate and popular feeling of depression. Fifteen tense more minutes went by just as quickly as the train did; and it took him all of that time to just figure out what he would do. It was obvious Clem was asleep next to him and so he slowly laid her down as he rose as carefully as the train would allow. Being the first movement they had seen in an hour, all eyes flickered to this sudden change in routine. Concerned that Clem might be cold, Lee looked doubtfully towards Chuck.

"Mind if I borrow that?" Lee asked, the first sound to be made as he gestured towards the blanket and pillow that was stuffed in Chuck's box. The old man smirked.

"Not a bit, she needs it more than me. I'm as toasty as a cake in the oven." he replied lowly and slow and in the type of tone that all of their minds had quickly gotten used to. Ben frowned slightly at his less-than-funny (and more embarrassing) reference.

Lee's half-smile was more out of manners than anything else.

"Yeah, well, ok then. Thanks." and he retrieved the items quickly because the slight shiver of Clem's hands was making him nervous. After he was sure Clem was taken care of, he looked around at the rest of them and sighed heavily.

"Anyone need something to eat? I know...it's been a long day." Lee asked and he gestured towards their supplies in the top corner of the train-car. It looked so pitiful that he felt ashamed for even asking. They all seemed to know what he was doing and turned him done quietly, but Chuck took the remaining candy from his pockets and practically forced them into Ben's mouth. For a second, the young man looked pleased as the sugar tickled his tongue and colored it a dark blue. But eventually it wore off, as everything does.

Chuck seemed ready to engage the others in conversation (and knew what Lee was attempting), so he talked quietly about the Georgia landscape they were traveling through and that gave Lee some reassurance. He noted Carley was the most quiet, even Ben was giving his own short comments on what Chuck was saying, and he was uncomfortable with the way she stared solemnly at the floor and how no expression crossed her face. Lee found himself desperately wanting to talk to her but he reminded himself that there was someone who needed his company more: Kenny. Guiltily, Lee regretted leaving him alone for such a long time. He had been caught up in his own exhaustion to think about his friend who was going through everything a million times worse than he was. Kenny was strong, he knew this, but with such a strength comes a concerning amount of unstableness. The man was hanging by less than a thread and Lee would do his best to make sure he held onto whatever was left. They wouldn't lose Kenny, that much seemed impossible to Lee. The idea was so odd that it felt weird stirring in his brain. But then again, he had never imagined they would lose Katjaa or Duck or Lilly or Mark, Doug, Larry...damn. The unpredictability of life now was terrifying. Swallowing a dense lump in his throat, Lee said he would check on things and left them all looking after him as he exited the train-car.

"There goes a man with too much on his plate." Chuck muttered to himself, but Ben was close and he heard him. Silently, he agreed.

Outside, it was oddly breathtaking. The enriched golden sky, highlighted by a creeping shade of night and twinkling stars was stunning. Cloudless, it looked even more piercing. His shadow stretched as he walked towards the cab, his footsteps clanking along the walk-way and his hand trailed along the cold railing. The loud sounds of the train cut off as he opened the cab door and shut it behind him, the first thing he observed was Kenny-still hunched over in his spindly chair and staring intently out the small hole in the tiny window. Lee would have to be the first to say something, but what the actual fuck would he say?

"See anything?" he asked, already knowing he hadn't. But secretly he envisioned Kenny's reply: _"No buildings, no signs, no people or walkers, no UFOs or unicorns neither."_

Instead he got a flat, "No." in response. That made him frown.

Lee took the time to make himself comfortable by the control-wall before he could frame a response without looking too pathetic.

"So-"

"Just stop." Kenny's words were quiet and a little harsh.

Confused, Lee raised his eyebrows slightly as Kenny turned to him with a small scowl.

"What?"

"I ain't no thirteen-year-old girl that needs her mommy to check up on her, Lee. I appreciate the support, but I think I'd rather be alone." he delivered with some annoyance that masked his discomfort. Because really this was a distraction from him thinking about the time he took Duck fishing for the first time or how it had felt when Katjaa said she would marry him. Every perfect moment in his life was teasing him, mocking him and reminding him that no moment would be perfect again. That left him angry and sad and dead.

But like Lee, Kenny was stubborn.

"I can't leave you alone at a time like this. So how are you holding up?" Lee insisted, damn the man to hell.

"You sure you wanna talk about my feelings right now?"

"Yes."

Kenny cursed him mentally, "Fine. I feel like shit, Lee. My wife and son are both dead and I have no fucking idea what to do. Are you going to give me my prescription now, doc?"

Lee knew that he lashed out when he was upset, and frankly he was _glad_ that much hadn't changed. He welcomed it really.

"Not quite," Lee scoffed in amusement, "But we do know what to do. Savannah, the coast, finding a boat, the plan is still, well, the plan...isn't it?"

Kenny turned and looked hard out the window, he wasn't sure which way was up or done now. Fuck the plan for all he cared.

"Guess so. But I'd say there's one mighty big fucking kink in it."

Feeling that Kenny thought he was being insensitive, it took a few minutes for Lee to think of a reply.

"We're alive, we're still going. That's what matters." he broke the quiet in a rather low voice. Kenny turned to him with his eyes blazing.

"My family is dead, _that_ fucking matters. You wouldn't understand, it's not like that sham you're runnin' with that little girl. When you lose _real_ family, that's what hurts the goddamn most." he seethed, taking out his frustration at a man who was only trying to help. Realizing what he had said, Kenny was momentarily stunned into silence.

It was different hearing it from someone else. Lee knew he wasn't Clementine's real father, he had no illusions that he would take the place of her real parents. But for now, he thought he filled that empty slot of someone who would do anything to protect her and everything to do right by her. Calling that a sham, without taking into consideration how much he cared for her and his dedication, it hurt. It really hurt. Apparently his expression was pained because Kenny's face paled.

"Shit...I'm sorry, I didn't mean-"

"Yes," Lee's gaze was intense and made Kenny squirm with guilt,

"You did. But that's ok, because it doesn't matter what you think about me taking care of Clementine. I know that you feel like shit right now and I know what you're thinking: What's the point? After everything, what is the fucking point anymore? Well the point is this: we _survive_. We stick together and we live to see another day. We fight and we live and we hope things will get better because if we give up that, then there really is nothing left to live for."

_For Clementine, _Lee adds afterwards in his thoughts. _I'm doing this for Clementine, always._

Kenny was silent and saw that Lee was breathless. He looked away, not wanting to feel the overwhelming sense of shame that he felt. He could almost picture Kat now, hoping for him and urging him to rise from the mud that he was drowning in. Duck called his name, asking him why he was breaking the promise he had made to both him and Katjaa. Every thought that had radiated inside Kenny's head were ones of ending it all, and he truly did wonder about the point of living now. But Lee was right. _Goddamn it _he was completely and utterly right that he almost resented the man for it, but he knew that it was envy he was really feeling. Because Lee had Clementine and Carley and hope of his own. Suddenly, he could feel that infectious burst of it rush through him and leave goose-bumps on his arms. Slowly, very slowly, a small smirk inched it's way onto Kenny's face.

"You don't really believe that crap do you?" he replied after what seemed like hours. Although he wouldn't admit it, Lee's answer needed to be a yes so that he could reassure everything.

All the doubt that the world had brought on his values had damaged him, fractured him even; but Lee was a man of strong vindiction. That was something he would never lose, his ability to believe in what was right.

"Yeah," he admitted, "I really do."

"Well, if that does it for ya, I got no problem with that." Kenny replied, but felt that the freight train of anguish eased a fraction off his chest (no pun intended by the way). Even if he was still angry and miserable: Lee had helped. It was progress.

"You know you're a real asshole, right?" Lee said, some old-times joking in his voice. And when he saw the old glint in Kenny's eye, it made him feel more than relieved.

"Yep."

Lee, having felt he had nothing more to say, sighed and eased off his wall position.

"Well, I'm going to go check on the others." he said curtly and closed the short gap towards the cab-door.

"I'll keep a look out for UFOs." Kenny replied, naturally sarcastic. And Lee laughed, the first real laugh he had since, well, he couldn't remember but he was pretty sure it was his nerves getting the best of him.

_Flower petals on the highways_

_where jets fly_

_tickling my neck_

_when you said maybe we __could take a ride_

_Cause I don't really want to go home_

_to places where they keep time_

_to places where we'd never find_

_Dandelions flying high_

_through the marmalade sky_

Carley had left to get some fresh air. She had been too confined in the train-car, the walls began to haunt her with their absence of color and not too long after Lee had left- she had followed after him. Now she leaned against the railing, her face exposed to the cold breeze which whipped her short, brown, dirty hair to the side. The sky was really beautiful and she decided to concentrate on that.

She wasn't so bothered to hear metallic footsteps approach and felt remotely pleased when she identified who it was by the way he heavily exhaled. Lee leaned in the same position next to her, their shoulders inches from touching. For a moment they both simply just let a comfortable silence grow and studied the shift from day to night. Lee decided that his dawn would always be better and that quietly said something about him.

"How's he doing?" Carley said finally, sneaking a glance over Lee at the man in the cab. She would go to him later, but was counting on Lee's impression.

"Better. I think, I'm never sure- but I think...he's going to make it." he tilted his head to look at her and the sadness in her eyes glowed.

"That's good. I mean, _Jesus_," and she ran her thin fingers through her thick locks as she breathed the words.

"It's not easy, remember?" he replied quietly. No one could hear him anyways, they were totally alone now. Carley crossed her arms as she leaned against the chilly railing, her jacket taking the majority of the temperature. In even breaths she surveyed a flock of small birds against the sky.

"It's almost too hard." she admitted with the same level of voice as he had used. She was almost ashamed for saying it, showing her weak thoughts. But, really, how can she be as strong as she used to be after everything that had happened now? Lee understood but panic flooded through him.

"But you go through it. We all do. We take it: the pain, everything. It almost kills us, but we keep going."

She then sighed.

"I know," she said to him, "but how much farther can we go? Lee, I feel this group is coming apart and I don't know if we'll make it." her most inner troubles were coming out now, bubbling to the surface and she told him because she knew he was the only one who could really hear her.

Lee's brow furrowed as he looked at her, "We have to make it, there isn't any other option. Look, Carley, you can't do this to me."

She looked mildly confused, but said nothing as she looked away from him again. Suddenly she felt the distance between their shoulders close and it comforted her way more than what was healthy.

"I know it's been hard, and it's going to get even worse- that much will be guaranteed. But you have to promise me something." he waited for her to look at him again. She felt entranced.

"Lee, some promises are easier to keep than others." she replied after a moment of thought. And she looked at him and felt the need in his eyes. He needed her to promise him whatever it was- but how much could she really give?

"Just promise me that you'll never lose it."

"Lose what?"

"Hope." He knew what he was asking and what that demanded of her. But Carley had always been someone he could depend on, for anything. For her spirit, and everything that made her the way she was, to fade, was impossibly painful for him to accept. It was cheesy and maybe even a little repetitive, but made her eyes soften. He didn't want her to end up like Lilly, or Katjaa or anyone else who had broken under the suffocating pressure of their new world.

She chuckled shortly and smiled to herself, "You know you're good at this: instilling what's right in people who've gotten used to the wrong."

He scowled, wanting an answer. Carley stared at him for a few moments before meeting his gaze with confidence, "But I promise you, no matter how shitty and terrible things get, that I won't _lose_ it."

Relieved because he can see it's true, Lee relaxed against her arm and looked out at the landscape with a ghost of a smirk on his face. It took her a second to realize that she had really meant it. Lee was right, something she trusted, and she also trusted that she could keep her promise.

"Good," he replied, "That's good."

Carley nudged him, something she didn't know she had missed.

"You know you're amazing, right?" she asked, curious to know the answer. His satisfied smirk faltered almost bashfully.

"So you tell me."

"You need to hear it more often." she told him honestly. It was certainly true that Lee did the most for the group. She admired him deeply, she always had.

"Hey, you're pretty amazing yourself," he replied, looking at her. "...and small." his teasing reminded them both of the motor-inn. She had told him previously not to call her small, because that related to being weak. But the warmth that bubbled underneath her skin wasn't all annoyance, she was sure it was due to the proximity of his face only a short distance from her own.

Her eyes turned into a steely, reptile green that flashed playfully.

"You know what they say: good things come in small packages. And I thought you weren't going to call me that again!"

He shrugged like it was nothing and looked away with an easy smirk, "I didn't promise I wouldn't."

"You like trying my patience, Lee Everett."

"That would imply you had some to begin with."

She feinted offence and he chuckled at her affronted expression. This was good, he thought, being with Carley so freely and wholly was relaxing. It was admirable really, to witness two people so alive with the presence of the other. Eventually they lapsed into a solid quiet, one that distilled the very air around them. Something was brewing, a storm of curiosity and wonder and excitement. It didn't take long before Lee felt her lay against him, her head eased onto his shoulder and she sighed quietly. The warmth of her encircled him and he suddenly remembered how she had been bathed in light before. Above all, Lee was happy she was so close because it reminded him of all the teasing, touches and smiles they had exchanged before.

Carley put her mind to rest. For once, she let all her concerns disperse for this one golden moment. Sadness that purged her, fear that possessed her, Carley simply wanted to feel alive again. And when she sighed and chose to not think about the bad, the thing she craved was to feel Lee Everett against her. The rough material of his jacket: the lining at the collar and the smell of pine and cold that was etched into every thread. Such simple things can have such a complex meaning. Heat flooding into her cheeks, she closed her eyes and listened to the chugging of the train.

"It won't be very comfortable sleeping tonight." Lee finally said, his mouth suddenly dry. Carley opened her eyes.

"It's never comfortable, really. Give me back my Tempur-pedic and I'll show you comfortable."

Understanding the potential meaning of her words, both of them smiled to themselves.

"Huh, it's so strange." he replied, she raised her head and looked at him curiously. Lee didn't flinch at how small the space between their faces was now.

"What is?" she asked.

He frowned, "To think of comfort; _being_ comfortable. I mean, without a care in the world. Like before all this, when my biggest worry was grading papers."

It was so unbelievably strange to imagine the old times. Normal life, what was that like again?

Carley laughed, "I know what you mean. The world of commerce and frivolous necessity has been replaced with...well, all this."

"All this." Lee repeated to himself quietly, studying the sky again. Carley looked at him intently.

"Tell me something about that old world. What's your favorite color, for starters?" she asked randomly. Such questions carried no meaning now, but she felt that they should. At least she wanted them to. Lee was momentarily puzzled.

"What?" he replied with a keen smirk.

"Oh come on, something about you. I actually don't know much besides the brief history on printed page and what I was told. So who's the real Lee Everett?" she raised an eyebrow.

"Something tells me you're working on another report." he replied shortly, turning his gaze to the flitting landscape but her eyes stayed trained on his face with a teasing anxiousness. Lee didn't know why, but he felt oddly pleased that Carley wanted to know him, all of him, not just what she had reported on but what kind of a man he was. In truth, he wasn't so sure on the answer.

"We can pretend that I am, if that makes you more comfortable." she smiled widely, he scoffed.

"Alright, alright, hm, favorite color..." and Lee's smirk was so confident that Carley almost questioned what was so funny, "Purple."

She blinked and quickly blushed once she realized what he was referring to.

"It goes with everything." she agreed flatly and he smiled at her.

"What's yours?" he returned curiously. She raised a finger.

"Now hold on, I'm the one asking questions first. I promise after I'm done, you can counter."

His eyes softened followed by a curt nod. By the time they were done, Carley knew his favorite movies, books, authors, vacation spots and Lee found his throat dry from talking. Unknowingly, they had drifted closer and Carley's head now rested comfortably against his shoulder. She enjoyed probing him, learning more about this man who had captured her attention ten-fold. He was an outdoors guy who would rather spend a weekend pitching a tent than drinking at a bar or sulking at home with a book (though he was tempted), and she instinctively compared herself to him and discovered that they matched in all the right places.

When he started asking her questions, she found herself unprepared. Along with the normal ones, he snuck in questions such as what had she wanted to do with her life, other aspirations and failures she had encountered. Carley was surprised at how easy the answers rolled off her tongue after awhile and how impossibly good it felt to tell him. The bind intertwining them, she felt, had strengthened considerably. Trust was something they always had, but now it was held in place by something else; something that glowed and burned and gave them light in such a dark world. Something golden.

When the last question faded from Lee's lips, the two rested silently and watched the remaining evening light race across the sky. They were unaware of how both Chuck and Ben had ventured to check on them, or the sly look on Kenny's face when he glimpsed back at their laughter. In truth, it did them all good to hear someone happy.

Carley sighed, a brief puff of breath encircled her. Mindlessly, she shivered and shifted legs as they leaned against the railingstill. Concerned, Lee frowned.

"Are you cold?" he asked and she smiled shortly to let him now she was fine.

"I'm not warm and I'm not freezing." she replied, he still looked troubled.

"Winter is going to hit us hard."

"If we live to see it." she commented lowly but he caught it had gave her a look to which she felt a wave of guilt.

"Sorry, I didn't mean that. I'm just making morbid comments, it's one of my strong points."

"I think we're all kinda morbid these days." he added with a shrug. She eyed him strangely and he squirmed under her gaze.

"Except you." she said finally, her brow furrowed in concentration as she wondered at Lee's optimism. All his talk about hope...

"What do you-?"

"You're a guy who used to do crosswords for fun when he was eight and had a strange obsession with William Shatner through his teen years. You're also the kind of person that dedicates everything to protect one little girl and keep complete strangers safe, even if it puts your own life at risk. You're amazing, Lee Everett and unlike the rest of us, you're optimistic during all this: which makes you the most interesting man I think I've ever met." Her heart began to race at how his eyes glowed, and how captivating his presence was to her at that moment. Here was Lee Everett: murderer, man, _friend, protector..._like she had stated previously. We tend to always remember the bad and forget about the good. Instantly, her feelings towards Lee swelled inside her like a tide during a storm. He gave her hope and ignited something inside her that make it impossible not to believe that she _would_ make it through this. Whatever lay ahead, she was confident they could make it through together.

He watched her: the way her cheery lips bitten by the cold parted, and how she leaned closer. Lee was frozen, because he knew what he wanted to do and what was coming.

_Carley, Carley, Carley,_ the name softly sang in his mind as he beheld the image of her now, but somehow the name morphed into _Tara, Tara, Tara._

No, he stopped everything right there. Her name was cursed and he would not think it at a time when he felt so blessed. Both women were utterly different in appearance: Carley was shorter, skinnier, with brown hair instead of black and had divine emerald eyes instead of cold grey ones that glistened like pebbles in a stream. Carley was truly interested in what he had to say, was independent and had a fire to her that went unmatched. She would not betray him, she trusted him and he trusted her more than anyone. Lee also came to the realization that what he felt right now, for this one woman, was something he had never experienced before. Tara was a ghost of his past, dissolving with the same gust of wind that had blown him towards Carley. Tara aggravated the animal in it's cage but Carley calmed it: she was the needle stitching him back together from where one woman ripped him apart.

Carley was one of his angels and he fully appreciated her halo now as he slowly leaned forward to meet her.

_Sister don't run (don't run)_

_Brother don't cry (don't cry)_

_new pollution magnified_

_reflected in your eyes_

_Cause dandelions fly high_

_in the chemtrails sky_

_new pollution magnified_

_reflected in your eyes_

**Song: Chemtrails- Gardens and Villa (beautiful CarLee song)**

**Whoah guys, 300 reviews! I really wasn't waiting to update, I'm just busy and very lazy. I ain't gunna lie! Anyways, I hope you enjoyed this chapter, and yes the CARLEE kiss at the end. I wasn't going to get descriptive, I feel that these two need a moment to themselves. Just to point out, Tara is not Lee's ex's name. In fact, I don't think we were given one.**

**I need your help. Ok, so like you, I'm devastated over episode five and ****I'm not sure whether or not to keep the events the same. I'd really like your input on whether or not Lee should end up the way he did. I'm thinking of keeping Carley alive and ending this story, and when Season 2 comes out I will create another one to go along with that. Like, her and Christa and Omid searching for Clem...I'm not sure, so please leave a comment in the reviews. **

**Thanks, love you all!**


	14. Alone

_In the land of Gods and Monsters_

_I was an angel_

_Living in the garden of evil_

_Screwed up, scared, doing anything that I needed_

_Shining like a fiery beacon_

Slowly emerging from a groggy and dream-deprived slumber, little Clementine opened her dark eyes lazily and raised her head from the pillow. Curiously, she explored the fabric around her and the mildly comfortable object on which her head had been resting only moments ago. It struck her as odd, and the fact that she was all alone in the train-car was even more odd. Where was Lee? The first question she always mindlessly asked herself every time she woke up. Back at the motor-inn, she always knew the answer of him being in the bed across from her or on watch. Worriedly, she erected herself and the blanket fell around her waist.

Hearing the jostle in the dark, Chuck raised his own head from leaning back against the cold metal of the train-car. It was very dark but he was lucky to be sitting by the entrance of the car so moonlight flooded next to him. It was chilly and stars pricked faintly over the expanse of night's cloak.

"You awake, darlin?" he asked, them being the only ones in the car at the moment. Ben was sulking just outside the door, staring down at the tracks that flew by at the junction of the train and both Carley and Lee were busy. Kenny still sat weary-eyed in the cab.

Clementine liked Chuck but was more suspicious of him since she discovered Lee wasn't so sure. She fed off his instincts since they were far more attune then her own, but Clem couldn't ignore the small buzz in her that told her Chuck was someone she could trust.

"_You can trust me, sweetie. I'd never hurt you."_

Her eyes widened and she swallowed deeply as she recalled the gruff but friendly voice she had grown oddly attached to. Those had been the first words he had said to her when she found that _her radio wasn't so broken after all. _But that was her secret and her's alone, he had told her how important it was that no one found out...not even Lee. Clementine had done a perfect job of that so far and enjoyed speaking to him in secret when she was alone. At first she so badly wanted to tell Lee, but whenever he used her radio all he got was static. Clem didn't want anyone to think she was crazy and therefore vented everything to the voice on her radio with an open heart and a confused mind. There were some things that Clem just didn't know how to handle and when she got especially lonely on the days Lee would go out on runs, she would sneak away in their motel room and talk to him.

He said he had been trying channels when he came across hers, and that it was a stroke of luck. Clem hoped for meeting others survivors to join her group and keenly asked if he had anyone with him and where he was. She learned he was not far from her: all alone, stowed away in a run-down cabin outside Macon but was deeper into the Georgia forest than she thought. He seemed eager to meet her group at first, but when Clem explained them further and the recent supplies they had acquired, he was suddenly gone. Worried, she tried for the rest of the day to find him on other channels and was about to tell Lee when she found him again.

He had been more...serious then, like a dull shade had cast itself over his tone. No, he did not want to meet up with them, he was well-equipped in his cabin and asked many questions about the members of her group and how she had gotten there. Clem felt those questions were reasonable but was very hesitant on giving him answers, especially the many questions he had asked about Lee. But she was eight years old and this man took full-advantage of that. She hadn't spoken to him since the motor-inn and wondered idly if she could considering how far away she was.

Seeing faintly the snowy mop of Chuck illuminated by moonlight, Clem rubbed her tired eyes and stifled a yawn.

"Yes," she replied and got her bearings, "You can have your blanket and pillow back, I'm not tired anymore." that was a small lie but she didn't like using other peoples things. Especially not when they were so rare. She wasn't the only one who needed comfort after all.

Chuck wore his easy smirk, "Thanks alright, I'm fine the way I am right now. Mind holding onto them for me?"

She blushed and huddled against the car, curling her legs up beneath her, "Ok...where is everyone?"

"They're all outside enjoying the view, did you want me to go get that Lee fella for ya?"

She shook her head although he couldn't see, Clem didn't want to bother him for no reason.

"No thank-you, how far away is Savannah now?"

He found something amusing and chuckled slowly, "Little darlin', you didn't fall asleep for that long. I'd say we're about a half-day's ride from the city. Don't worry, that time will go by in no time."

_It's still a really long time,_ she thought to herself protestingly.

"Ok." she answered him and wondered if she should ask him if he had any more candy. She didn't pick up on the way he observed her as best as he could in the dark, or the deep frown that lined his usually calm face. It was awhile before he actually said anything.

"I'm sorry about your friend, Duck, was it?" he said gently. Clem was so caught off-guard, she blinked a few times before her mind wrapped around the sad fact that Duck was no longer there with her. She hadn't forgotten, of course not, but she had formed a suppressing shield that blocked some of the pain and now Chuck had brought a fresh hell to her. Eyes downcast, Clem unknowingly shivered and pulled the blanket closer.

"Yeah..." she replied quietly, feeling stronger in the dark, "He was ten." What else could she add?

Chuck looked down also and licked his cracked lips, thinking carefully. He had seen too many young ones die, too much innocent life had been drained and now as he thought about that little boy and the girl in front of him now, he wondered how much more he would have to witness. It was painful, so painful to realize that this little girl would die. He hated it, but it was inevitable. She was a child, and no child knew how to armor themselves against the dangers in the new world. Chuck knew that Lee cared deeply for her, anyone could see that, but he wouldn't always be there for her. She needed to be prepared, taught and educated in how to survive: if he could have any part in that, Chuck could rest easy knowing she wouldn't be so utterly vulnerable. After all, how young she was couldn't be something taken into consideration. The dead didn't have prejudices. If blood pumped through your brain and your heart beat, you were fair game. He had to think of her like that; the same as everyone else.

"I'm sorry, darlin', I really am...but you need to realize that the same thing that happened to your friend is going to happen to you by the rate things have been going." he delivered soberly and without emotion.

For the second time, Clem didn't know what to say and felt terror rise within her. She curled up tighter and his tone made shocked tears form in her eyes.

"W-why would you say that?" she breathed, nothing would happen to her. Lee said he would protect her, _she wouldn't end up like Duck._

He heavily shook his head, "I know it's terrible to think about, but it's the truth. I've seen a fair share of death by now, and your group is no different. That little boy is just an example."

Clem suddenly felt miserable, and she thought about the faded faces in her memory: Doug, Shawn, Larry, Mark...the idea of death was something they faced each day, but Clem knew Lee would protect her no matter what and she hadn't thought about the idea of her becoming one of those faded faces.

Defiantly, she scowled but her voice wavered, "I'm not going to get bit, Lee looks out for me."

Chuck smiled sadly, "There's going to be a time where he won't be able to protect you anymore, darlin'. You have to understand that he isn't going to always be there."

She felt like plugging her ears. Clem would not hear that, Lee would always be there because he was strong and smart _and lucky_. He was her protector and she was his, or she liked to think she would protect him just as well as he protected her. Life without Lee was so ridiculous but so heartbreakingly terrifying, she was silent for a long moment.

"No," she whispered faintly and then stronger, "No. He will, he will always be there. He...he has to be..." troubled, her brow furrowed.

"And if he's not?"

"Then...I'll save him, like he always saves me." she believed every word. Clem owed it to him, she owed Lee so much. She was confident that she would do her best to keep him safe too, everything they had went both ways.

"Darlin'," Chuck sat straighter, "I'm saying you need to learn how to survive on your own."

On her own. It was such a strange concept. Clem imagined herself in a field, the quiet was unsettling and the expanse of the grass swaying in the breeze made her feel as if she was the only person left in the world. But she couldn't comprehend that: there would always be Kenny, Ben, Carley, _and Lee._ There would always be someone, she was never truly _alone_...or would she be?

"H-How?" she found herself asking, surprisingly curious about the answer. Chuck gave another tragic expression and looked relieved.

"Protection is everything, you need to learn how to fight these...what to ya call 'em? Walkers, yeah, you need to know what to do if you get in a tight spot, how to hunt, and, well, there's a lot you need to learn but I don't think I should be the one to teach you." Chuck said slowly, thinking about how it was important these lessons came from someone she trusted: Lee.

Clem was conflicted and felt very depressed that Chuck was making her think about a time when she would have no one left.

"I'm only eight." she replied after another long moment: guns, axes, fighting and hunting, things she didn't want to think about were running through her restless mind.

Chuck stared at her faint figure, "Your friend was ten."

Clementine didn't want to talk to him any longer and she didn't disturb the silence that stretched on. Chuck said what he needed to say and although he felt he had scared her, he was glad he had planted the idea in her mind. She laid her head back down on the pillow and was awake when Ben came back inside and her eyes were still open when she heard Carley arrive with Kenny and say how they were taking shifts on the train. Clem heard soft snores and hushed curses at how uncomfortable the floor was (from Kenny) and when she finally did close her eyes, she dreamt of a grassy plain and being alone.

* * *

The train was stopped just before sunrise, it screeched loudly on the tracks and was surrounded by a thin forest. It was still mildly dark out, the sky a yellowing grey and clouds smudged their way across small stars. It was colder as Lee stepped out of the cab, he rubbed his hands together and cracked the kinks in his back from sitting down for seven hours in the spindly chair. His eyes were heavy and rimmed with exhaustion, his breath was visible as he yawned. Kenny had told him not to stop the train and keep going, but Savannah was still a ways ahead and he had the physical condition of the group to take care of. Their food supplies were dangerously low, not enough for all of them. The similar state of the motor-inn gave him chills as he walked the length of the platform and he wasn't entirely surprised to see Kenny emerge sleepily from the train-car.

"Why are we stopped?" he asked groggily, blinking his eyes to gain a clear focus.

"We need food." Lee replied simply, their energy was important to keeping their strength up and he had a feeling their strength was something they were going to desperately need. Kenny gave him a 'are you serious?' look that he almost laughed at.

"We have food." he countered irritably, hating the fact that it would be even longer before Savannah now.

"Not enough of it."

"You're being dramatic."

"I wish I was."

Kenny sighed but was too tired to protest right now.

"How long do you think it'll be before we find anything? We couldn't find shit back at the motor-inn, it took us a full day for a god damn rabbit. We need to get to the coast as fast as we can, Lee." Kenny picked sleep from his eye, he wasn't arguing in his usual angry tone- just pointing out the facts.

Lee shrugged his shoulders, "I don't know what to tell you, Ken, we need to get our strength up for Savannah. Hunger hasn't changed."

Kenny eyed him, "Neither has the plan."

Lee considered him but was interrupted by the loud grumbling coming from his stomach.

Chuckling, Lee lightly shook his head, "I think that speaks for itself. The sun is up in another hour, I thought that we could get an early start."

"You ain't getting Bambi this early, man." Kenny informed him dully as Lee walked past him into the car.

"I'll find something." Lee assured him amusingly. The aspect of hunting made him even more tired but it was something that needed to be done. Ben was the first to stir as both men entered the car, he inhaled sharply as he woke and the cold momentarily stung. He legs were cramped horribly as he rose.

"Something went wrong?" Ben questioned with a stone dropping in his stomach. Chuck's eyes opened and Clem clenched her blanket tighter around her as sleep was interrupted.

"No, everything's fine. I stopped the train so we can get a chance to go hunt, we're all hungry and it's important we eat before we reach the city." Lee answered calmly as Kenny searched their supplies in the corner. Ben nodded wearily.

"That's smart, more than likely we won't get a chance to do much in Savannah. If it's like any other city, that is.

Lee briefly recalled hearing on the radio about Savannah being a stage 9 catastrophe...what they were getting into was something he certainly dreaded and he swallowed away doubt before replying.

"We have to think the worst, be prepared." he nodded, eyeing Carley as she yawned.

"I-I can help hunt, well, I know what kind of berries that we can eat." Ben added, looking very disheveled as he smooth the wrinkles in his jacket.

"You never mentioned you could do that back at the motor-inn." Kenny accused, turning around with one can of beans and a few granola bars in his hands. He glared slightly at the young man, that talent was something they could have used earlier!

Flushed deeply, Ben rubbed the back of his neck, "Whoops." he mumbled.

"Well, anyways," Kenny returned to Lee, brandishing the food, "This is all we got, it might be enough."

"For two people maybe," Carley commented and added, "two small people."

Immediately Lee looked at Clem who was folding her blanket.

"Exactly why a hunting trip would be a good idea, we might find a stream too since we're running low on water." Lee was making sense to even Kenny now.

"Alright, we're in peril, got it." Kenny scrutinized the food, "We should make a fire for these beans and cook whatever we find, _if_ we find anything at all."

Pleased, Lee agreed and liked the fact that Kenny was seeing the sense of his plan.

"Ben, you come with me and we'll scan the area- see if we attracted any unwanted attention." Kenny laid the food down and grabbed Lee's rifle that was laid against the wall. Mindlessly he held out his own handgun for the young man to take. Ben, looking like he didn't know quite what was happening, nodded dully and quickly took it (even though he still wasn't the best with guns)

"Yeah, sure." he replied, somewhat relieved. Kenny tipped Lee a nod before jumping down onto the hard ground, Ben followed close by.

When they were gone, Chuck let out a low whistle.

"You people seem to always have a plan." he said lowly, grabbing his guitar and swinging it out in front of him to strum an idle tune.

Lee thought of all the plans that went wrong and it seems he wasn't the only one, Carley smirked.

"Yeah, we always do." he replied, his brief glance at Carley had turned to a fond stare and she smiled broadly. Chuck observed smartly and smiled to himself.

"I'll collect firewood, there should be plenty laying around." Carley offered while Lee looked worriedly at Clem's dull expression. He could sense something was wrong with her and mentally noted he would have to question her about it when they were alone. Getting an idea, Lee cleared his throat.

"I think I'd like to take Clem for a walk, it'd be good to stretch our legs. Would you like that? We can get the firewood too." he asked her, and she visibly brightened.

"Yes, I would like that very much." she nodded and Carley gave him a look that inquired she would question him later. Taking her hand, Lee jumped down from the car and carefully lifted Clem down with him.

"Hold on, Rambo." Carley teased, taking out her own gun and handing it to him. "Incase you get into any trouble." she winked as he took it and they both warmed at their moment they had shared last night.

"I've got my good luck charm." Lee replied and Clem showed a small smile. Carley watched them go and Chuck coughed beside her.

"So, you and him huh?" he commented dully as if it was the most obvious thing in the world. Her and Lee...it was a strange concept to be put into words.

She looked at him and felt confusion muddle her expression, "It's always been." and it was the only really sensible reply she could think of. Nothing had changed, not for her. The emotions she felt for Lee had always been there, now they had just bubbled to the surface. Doug was someone she thought she had liked: he was quirky, cute and that made him special to her, but now she thought vaguely of how her feelings for him paled in comparison to the relationship she had developed with Lee.

Lee was strong, and Carley felt her own strength growing along with him.

She sat quietly and listened to Chuck's strumming before decided she would hop down to shock her aching muscles back to life.

* * *

"You sure you got it?" Lee asked unsurely as he watched Clem struggle with placing another stick in her compilation she carried. She got her grip and with a little groan of determination, rose with the bundle in her arms.

"Yep, I'm tough." she replied, following Lee along the bush-line that led into the forest. They had traveled a few minutes into the forest where the loose wood around was best for the fire. Lee had larger sticks in his arms while she carried twigs in comparison.

"I bet," he smirked and looked around the quiet forest hesitantly, "We'll head back now, we've got plenty by now." it was ten minutes well spent, but Clem was reluctant to head back so early. With what Chuck had told her last night, she felt immensely awkward under his penetrating gaze now. There was something off about it, like he understood something she didn't. And secretly, Clementine urged to try her radio and see if she could find _him_. He hadn't told her his name, but insisted he call her 'friend.'

"'_Cause that's what I am, Clem, your friend."_

"Tonnes. My dad's birthday was in the summertime, we used to have a fire in the backyard every year and make s'mores." she boasted fondly, Lee smiled at her.

"That sounds really nice, Clem, I love bonfires, had them all the time when I was a boy." he replied, thinking sadly of how she wouldn't get to have s'mores anytime soon.

Her face brightened, "Why can't we have one when we get back?"

"Well, Clem, it's important we don't draw too much attention to ourselves. A big fire means smoke and a more pungent smell that can attract walkers." he explained and her face fell.

"Right, that makes sense." she said disappointingly.

"Someday, I promise we'll have one, sweet pea." Lee consoled, hoping that it was a promise he could keep. She doubted it but smiled all the same, she appreciated that Lee did that: make her feel like the future would have things like bonfires and s'mores and things they had before. And for the most part, she believed him.

"I'll make everyone s'mores." she added and he laughed which made her giggle. There was something so comical about Kenny with marshmallow in his mustache.

"I'm sure you will, Ben might eat them all though."

Clem laughed at that and couldn't bring herself to tell Lee about Chuck at the moment. Lee noticed that her gloominess must have been tiredness and he let it go also. Being with him like this always made her much happier anyways.

Soon they reached the train again to see everyone abuzz with activity. Carley and Ben emerged from the woods on the other side of the tracks with a large container that looked to be heavy, Chuck whistled behind them, carrying one of his small sandwich containers that was filled to the brim with dark berries. Both and Lee and Clementine looked at each other in surprise and quickly dumped their firewood reasonably before going over to help Carley and Ben.

"What's this?" Lee asked, relieving both Carley and Ben with one small breath. Ben wiped sweat from his brow and Carley caught her breath.

"Water, Kenny and I found a stream while we were searching the perimeter." Ben said shortly, Lee's eyebrows raised as he caught his reflection in the liquid.

"Hallelujah if you ask me." Carley added, "I can finally wash my hair."

"I got an old bar of soap around somewhere." Chuck said as he passed by, flicking some blueberries in his mouth as he did so. She looked at him for a moment.

"On second thought, it's cold and I wouldn't want to catch the flu."

"This water will do us some good, that's for sure. Any more buckets we can fill?" Lee asked curiously as Clem peered inside.

"Nope, she was my only one." Chuck nudged towards the bucket and offered Ben some berries, "Found a bush of berries, they don't taste so hot but they do the job."

"Are they even in season?" Carley inquired, unsure if those were actually safe to be consuming.

"Haven't poisoned me yet." Chuck shrugged, no one wanted any.

"Where's Kenny?" Lee looked into the woods as if expecting him.

"Something about rabbit tracks...I was going to go with him but he said I would only mess it up," Ben explained with a slight blush, "He's probably right."

Carley looked concerned, "No, Ben, he can concentrate better when he's hunting alone, that's all." but she knew that Kenny actually meant it. At least Ben looked slightly less bothered, but he knew just how much of a pain he really was- that was something he was thinking about an awful lot since the motor-inn...

"Still, you shouldn't have let him go off alone." Lee groaned, stalking over to the train-car to grab Kenny's rifle. Anything could happen or Kenny could _do_ anything...the man had just lost his family and no matter the front he was putting up, Lee knew better than to trust what was on the surface.

Ben looked down, "Sorry."

"Kenny can handle himself, Lee," Carley said with her arms crossed and a small scowl on her face, "It's pointless for you to randomly start searching the woods for him."

"He could be surrounded by walkers, caught in a trap like that teacher, anything could have happened and we wouldn't know. That's the first thing you should realize, never go off alone." Lee wasn't angry, just miffed that Kenny would go alone and Ben would be passive enough to let him.

Cherry red, Ben said nothing as Lee walked by but Carley bit her lower lip.

"Lee-" she began, but was cut off by a gun-shot and a loud, triumphant yell that followed.

Soon after, Kenny came into few with a fox swinging madly in his hand and Lee's rifle in the other.

"That's the dinner bell, folks!" he exclaimed, clutching the animal by it's neck. Carley welcomed Clem into her as she turned away from the dead animal.

"Aw, come on, Clem, this is a good thing. It's food in your belly." Kenny urged, Lee nodded his approval at the catch.

"And here I was thinking you needed help." he said, Kenny shrugged.

"Guys, that dinner bell goes for more than us, you know. It'll attract any walker around." Carley said with a frown and instinctively they all scanned the forest.

"We better hurry then."Chuck added in his slow and deep voice.

"I'll skin the fucker, could use some help though." Kenny looked at Lee, right past Ben who was closest. Clem wrinkled her nose at the words and Carley lured her off promising they would make the fire.

They were all unsure about what they were doing but Ben kept a constant watch from atop the train and they ran into no problems as the meat was divided up onto sticks and the beans roasted. They had enough water to wash their faces, drink and bottle the rest up in Chuck's bottles that rattled in the train-car. It had been a successful start to their day, the sun had just dawned and the train started up with fresh hope that was assisted with the warmth in their stomachs.

Chuck took a view from up front this time and Clem was glad to be free of his strumming as her and Ben quietly enjoyed each other's company in the train-car. She allowed him to take a nap using her pillow and after a while she put the blanket over him.

Lee and Carley sat down in their familiar spot and for a long time talked idly of how good the meat tasted and if they would ever be so lucky to get some more. For a good half-hour they talked, and sat in silence while she rested against his shoulder: a position they had grown fond of. Last night had been golden and now she felt everything was in a brilliant hue. Finally, she said she would go check up on Ben and Clem and departed with a light kiss to Lee's cheek.

Afterwards, he smiled to himself and looked ahead at the tracks that expanded forwards, a pathway leading them to Savannah and a highway unknowingly to hell.

_This is heaven_

_What I truly want_

_Is innocence lost?_

_Innocence lost?_

**Song: Gods and Monsters- Lana Del Rey (not relatable but I love the sound of it)**

**Filler chapter guys! Some extra stuff for you before the holidays (my updating schedule is debatable) Thanks for all your input, I've finally come to a conclusion! Christa and Omid next time. You know what? The best Christmas present would be 400 reviews ;)**

**Love to you all!**


	15. Preparations

_I hurt myself today _

_To see if I still feel _

_I focus on the pain _

_The only thing that's real _

_The needle tears a hole_

_The old familiar sting _

_Try to kill it all away _

_But I remember everything_

She didn't know why she was nervous. Why should she be? Kenny was someone she knew, spent the last four months with, Carley couldn't explain why she was so butterflies-in-her-stomach nervous as she approached the cab door. In her mind she thought of what to say: condolences, spirited wit or maybe something wise like Lee would say. As her slim fingers grasped the cold metal knob, she decided she would just have to do as best as she could. She wished Lee had accompanied her, but he told her lowly that this was something she needed to do on her own. And she agreed, although it would have been much easier to have Lee by her side; he gave off the aura of someone who knew what they were doing, and this situation was not something she strived in. Carley cared, there was no doubt about that, but putting her thoughts to words so masterfully as Lee did was a characteristic she lacked. He was the man who put the pieces back together after all.

The door must have creaked louder than usual as she slowly swung it open. Kenny turned in his chair, looking thoughtful with his chin resting on top of his clenched hand. He questioned her appearance with a slight raise of his eyebrows. Carley took a moment to take in the surroundings before stepping inside and closing the door behind her. When she did look behind, she saw Lee leaning against the railing with Ben. That gave her some initiative.

"Hey." she greeted, turning back to Kenny with a small, friendly smile gracing her lips.

"Hi." he replied, with some well deserved suspicion in his eyes. Kenny wasn't dumb.

"So," her face began to warm, "I see you're well adjusted to life as a conductor."

He sighed, "Ain't like I got much of a choice."

"Right." she agreed with a small nod and frantically tried to think of how the fuck she was supposed to ease her way into what she really wanted to say. Kenny, at least, found some amusement from her predicament and waited patiently- enjoying seeing her squirm so awkwardly.

"What are we going to do once we reach Savannah?" she asked, might as well get answers to other questions.

"Get a boat." he answered simply, that was the plan.

"Yeah, but, what about shelter: a place to hide if things are as bad as Macon?" she inquired, they needed a place to put up fort: rest, eat, arrange themselves. Kenny looked impatient now and irritated.

"We're not there yet, let's leave it as that." he said shortly.

She accepted this compromise. Besides, she really didn't want to get on his bad side.

"Fair enough, I didn't come to argue. I-I wanted to see how you were holding up." she admitted with a beautiful blush coloring the tips of her cheekbones.

Kenny looked at her levelly, "I'm holding." was his reply. Truthfully, talking about Katjaa and Duck was something he really did not want to do. Especially not a second time: Lee was enough and he had done enough to put gauze over the gapping hole in his chest. Kenny really did appreciate Carley asking though, but wondered if Lee had put her up to it.

She understood his lack of compliance and showed another small smile that glinted with sadness.

"That's good, it really is. Look, I'm not going to lay on the sympathies because I know that it's really not going to help. In fact, it's probably really annoying at this point. But, I knew your wife and son and I am always going to feel so horrible about what happened to them. I can't imagine what you're going through and if you need _anything_ at all, know that you can always come to me for help. That much, I think I owe you."

For a long moment Kenny stared at her, seeing the meaning behind her words and feeling a rush of gratification flood into his features.

"Thanks, Carley," his voice was tired, "I appreciate that."

"Of course." she replied gently.

Slowly, a knowing smirk formed on his face.

"I guess it's official." he said, and for a moment she didn't have a clue what he meant. But then she thought of Lee's lips against hers: the smell of pine encircling her and tugging on the collar of his jacket to bring him closer and her heart began to beat a little faster.

"I never thought of it like that." she replied, chuckling lightly. _Official;_ it sounded like a term she would use in high-school. Nothing was certified between her and Lee. They just..._were_. She didn't think about how their relationship looked to the other members of the group and came to the conclusion that it didn't bother them. Why would it?

Kenny shrugged, "There was always something going on between you two: I just knew it."

"I think I did too." Carley admitted with a shrug of her own. Suddenly his expression grew more serious.

"Listen, it's no secret Lee has been through some serious shit before all this, with that senator and his wife...but I think we've all looked past it, at least I have. I mean, it really doesn't matter now, and I don't get a bad vibe from him. What I'm trying to say is: I trust that man with my life, and yeah there's been times I've doubted him, but before you get into this you need to know if you trust him too. Because he deserves happiness, and I think you can give him happiness, but you should be sure of what you want." Kenny said, this time his cheekbones flashed as he swallowed hard. There was no time for romance in their world, only dedication and loyalty. Kenny had doubted his loyalty to Lee before but he wouldn't make that mistake again: he just wanted to make sure Carley would do the same. She was good for Lee, and Kenny didn't want to see that goodness fizzle before it could catch.

Carley was touched to see that Kenny was looking out for Lee, and mildly amused that he was grilling her like a parent would. There was no unsure bone in her body about how she felt about Lee, her entire being rang with certainty.

Her words sounded with clarity, "I trust him more than I trust myself, and there's no doubt of how I feel about him. It might even be wrong to want the things that I want: happiness for starters. Do we even get to be happy anymore?"

"We all want to pretend that this world isn't as fucked up as it really is. But I think a little bit of happiness might just be our saving grace."

She looked at him with a tilt of her head, "It's weird to think about, isn't it?"

Kenny looked confused, "Happiness?"

"Being saved."

And for a moment the atmosphere grew thick with their thoughts.

"Yeah," he agreed dryly, "It really is."

* * *

"_Ben_." he sighed in exasperation, his head dropping as his hands ran over it. Ben frowned, he knew he was worthy of that sigh, because he wasn't really worth much. He watched the way Lee shook his head and how the creases deepened in his forehead.

He had just confessed everything: the bandits, the deal, Susan...every single ounce of guilt that had drained his mind of anything else. He needed to tell someone, and Lee was the right person to tell. But now he wasn't really sure of what the man was going to do.

"I know, I know I fucked up so bad...I'm sorry, I-I" Ben stuttered, his voice shaking like a scared puppy.

"Shut-up, Ben." he _growled_, his anger brushed over Ben like a heat-wave and the younger man took a tentative step back instinctively. The heat was followed by another sigh.

"Don't blame yourself, just stop doing that." Lee looked worn as he glanced at Ben with a mix of pity and irritation in his tone. It was understandable what he did, something Lee could sympathize because _he was just a kid and kids were allowed to make mistakes_. That was what he told himself as his anger subsided.

"You thought you were doing the right thing; even if it really wasn't. But you should have told me, Ben. Those men came and we weren't prepared, it was by luck that we weren't all killed right there." as Lee spoke, Ben raked his hands through his hair in frustration.

"I know, I know..." he murmured repeatedly, his limbs shaky.

"I thought he had my friend, but he tricked me and I was stupid enough to fall for it. I know I'm a fuck-up, Lee, I'm really sorry for everything." his eyes bulged as Lee frowned, looking down.

"I mean, Lilly almost killed Carley because of me. If you hadn't stopped her..." that was when Ben knew it was best for him to stop. Lee paused and Ben watched as his features stilled in a stone-cold casing: his cheekbones flashed once again. Lee hadn't thought of it that way and rolls of distaste churned in his stomach: waves of anger and fierce hostility washed over him in the long silence that followed. When he spoke, it was with extreme effort that he recalled the reason why he sympathized with Ben.

"Yeah you've done some stupid things, and yeah you've made mistakes...but I get it Ben- I understand that you feel you can never make up for every single bad thing you've done, hell, I wrote the book on it. But don't let that change who you are, there's going to be situations where you need to believe that you _won't_ fuck everything up...you get me?" Lee didn't quite know what he was saying but he believed truly that Ben needed to gain confidence. The boy was in the gutter.

Redemption is such a tricky thing.

Ben swallowed, gulped really, and looked sick as he studied the tracks beneath them whirling by. If Lee was telling him that he needed to buck up and let the past stay in the past, well, he felt that he should try and fucking do it! But, forgiving himself was pretty tricky too.

"I understand." Ben replied softly, sneaking a long look at Lee who seemed very pained by what he had told him. If there was one person who Ben could say he looked up to, it would be Lee. There was something about the man that demanded admiration and a solid sense of respect. Ben respected Lee and what he was saying- even if it was too hard to accept. We all find it hard to sympathize with ourselves, especially when we can't accept the fact that we're possible to sympathize_ with_. There's always going to be that one voice that brings out the bad and casts the good to the side, but in the darkest of people there can also be the brightest of lights.

Lee gave him a long side-ways look before breathing deeply and reaching out, placing one heavy hand on the boy's shoulder. Ben felt a surge of warmth rush through him at the weight of it, injecting and instilling some meaning to his earlier words. It took a moment before a small smirk appeared on his face. But when he thought about Duck and Katjaa and the look of sorrow on Kenny's face, any trace of life on his face was drained.

_What have I become _

_My sweetest friend _

_Everyone I know goes away _

_In the end _

_And you could have it all _

_My empire of dirt _

_I will let you down _

_I will make you hurt _

"Hello? Can anybody hear me?" Clementine tried for the third time, getting an erratic buzz of static in response. She let go of the button on her radio and idly flattened the small flower sticker on the back, biting her lip while she thought about her radio-friend. Was he lost forever now that they were moving so far away from Macon? It troubled her, because she liked talking to that man and exposing what was on her mind. It felt nice to have him always there, answering whenever she liked. But deep down, she felt some level of relief that he was gone...it was a secret she didn't have to keep from _Lee_ anymore. She hated keeping it from him _so much_. Suddenly gloomy, Clem slowly put the radio back into her small back-pack and resumed watching the trees blur by as she dangled her legs from the train-car's edge.

"Hey, Clem." it was Lee, his voice gruffer than usual and chalky as if he had awoken from a troubled slumber. Clem frowned, acknowledging him dully with her head still hung. It was so tough on her, all of this. That was something Lee recognized as he wished so badly that there was anything he could to do ease all the pain on her little shoulders. He would do it in a heart-beat, anything to protect her from, well, _everything_. The look on her face erased earlier talk of s'mores and bonfires and fond memories stashed away in dark crevices of their minds, it brought back Lee's suspicion that something was weighing heavily upon her-more than usual- and he carefully took a seat next to her, observing worriedly and silently.

"You want to talk about it?" he asked, studying her expression with bleak sadness of his own. The corner of her mouth twitched downwards.

_Yes_, she thought guiltily. Because she wanted to talk about the radio-man, Chuck's warning, Duck and Savannah and her parents and...she couldn't.

"No." her voice was fragile and hurt and tugged at Lee's heartstrings.

"You understand what happened?"

"...Yes, I do."

"Okay," he paused and breathed deeply before continuing.

"What are you thinking about, sweet pea?"

Clem was hesitant to look at him but her thoughts were swallowing her up, bubbling and boiling inside her.

"What Chuck said." she finally replied quietly, her cheeks burning as she looked back down. Momentarily confused, Lee pondered what the hell the old man could have said that would effect Clem this much. Instinctively, his guard sprung up.

"What did Chuck say?" he asked, this time his tone flat-lined. Clem noticed that but continued.

"That what happened to Duck is going to happen to me. It was last night when I woke up...he said that Duck was just an example..." she was too tired to cry but her eyes warmed and her vision blurred as she stared hard at her knees.

Lee's mouth opened in shock, but his illusion quickly faded and it was replaced with hot, burning, anger. No one would say that to Clem, not his Clem. How dare seeds of doubt and fear be planted in her, she would not die and for someone to tell her that she would- it infuriated him.

"Like fuck he did." he breathed, an animal rattled in it's cage and gripped the bars with impossibly strong hands that threatened to break it's bounds.

Clem shrugged, "Swear." she reminded him.

"Sorry, look, Clem, that isn't going to happen to you ok? You're going to be fine, I-I'm going to go talk some sense into him." Lee started to rise, his fists already starting to clench into harsh swings. She turned to him quickly and grabbed said fist with pearly eyes that pleaded.

"Don't be mad, I don't want you to hurt anybody." she told him, and he sighed heavily before gently giving her hand a squeeze.

"I promise, I'm just going to talk to him." he assured her, but when he turned to leave he scowled in anger.

She watched him forcefully close the door behind him and decided that what he had just promised was probably something he wasn't going to keep.

Carley met him as she exited the cab and the small smile on her face fell when she saw his expression.

"Whoah," she breathed, bracing her hands against his chest cautiously and looking at him intensely. "What's going on?"

Lee felt ready to pounce and had difficulty replying.

"I gotta speak to Chuck." he answered shortly, she didn't buy the simple dismissal but lowered her hands to keep a firm grip on his forearms.

"About something that's got you pissed...so what is it?"

Lee cursed her curiosity, "You sure you really want to know that?"

Her face grew more serious, "What did he do?"

"He told Clementine that she's going to end up like Duck."

At first she looked like she doubted what she heard, the accusation seemed highly improbable.

"He told her what?!" she exclaimed.

Lee eyed her hardly, "Yeah, I know it's hard to believe. But Clem told me herself, and I want some answers."

Carley let go of him, her tone as well as her emeralds stiffened remarkably. There was something inside her that felt just as protective of Clem as Lee was. It was impossible not to be. This was _Clem_, the best thing they all had right now.

"How is she?" she asked with heavy concern filling her voice.

Lee looked conflicted, "As well as you'd think, it really bothered her and with Savannah-"

Carley hushed him with a nod and she gave his arm a supportive squeeze before moving behind him.

"I'll take care of her, you get your answers."

Lee greatly appreciated the fact that he wasn't alone in taking care of Clementine and he returned Carley's nod with one of his own before he made his way towards the cab door. Carley didn't even notice Ben (who was still mildly sulking) until he called her name nervously.

"Um, Carley?"

She turned to him, noting his state with unease, "Yeah, Ben?"

He looked like he was donating bone-marrow, "I'm sorry." he said hurriedly. He couldn't explain it all to her, it took enough out of him to do it to Lee! But he felt that he owed her at least this much, just the words.

Carley was confused, "For what exactly?"

_For almost getting you killed, for causing those bandits to raid the motel and for Duck getting bitten and for everything else I've fucked up._

She was one of the few that actually had faith in him and Ben felt even worse talking to her now than he had with Lee.

"I just am, for everything I guess." he shivered lightly and broke his gaze from looking at her while a crimson flush appeared on his face. She hesitated on opening the door, wanting to speak with Ben, but Clem was more important at the moment.

"It's ok, we're all here aren't we?" she asked, not bothering to wait for the answer.

"We all _were_ here." Ben added under his breath once she was gone.

_I wear this crown of thorns _

_Upon my liar's chair _

_Full of broken thoughts _

_I cannot repair_

He closed the door behind him while Kenny watched with curious/concerned eyes. Lee had barged in without a word and Kenny had been too surprised to question him about it.

He stood like a coiled cobra ready to strike, his arms were crossed so his biceps muscles bulged. The look on his face was menacing. All the anger piled together and condensed.

"Hey." he stated, oddly civil enough. Chuck could almost laugh, knowing immediately why he was there in the first place.

"How ya doin'?" Chuck replied in the same tone, turning towards Lee while leaning comfortably against the railing. But there would be nothing comfortable about their conversation.

"Don't talk to my girl anymore, not after what you said. If you know what's good for you, you'll stay the hell away from her." he seethed, chest heaving. The look of utter calm on the old man's face made it a million times worse. Chuck expected as much and bit down on his tongue annoyingly.

"Excuse me, son?" Chuck replied, insulted to be frank. He knew Lee wouldn't understand right away why he had said what he had said. The truth is always hard to accept.

"I heard you told her she was going to die; that she was going to end up like Duck. Why the actual fuck did you do that to a little girl whose been through more than you can imagine?!"

Chuck looked away and replied mindlessly, "'cos she is. That's what it's going to be like for her. Yeah, I only just met you folks and I know it's none of my business but I can tell you, sure as the sun gon' come up tomorrow, that ya'll keep going on like this and that girl ain't gonna make it."

Lee sneered with hatred in his eyes...but he was silent. He didn't speak because he was reminded of his dream and of all the times Clem had been in danger and of all the times he hadn't been able to protect her as well as he would have liked. He shook not with anger, but with fear of the truth to Chuck's words. Lee was strong, but deep down he had always known he wasn't strong enough for the both of them. Clem was his angel, but their world was too riddled with demons. The day when her halo would be knocked off her head was a day Lee thought was too impossible to imagine. But he had to think and prepare for the impossible: a day will come when he wasn't there anymore. And Clementine wouldn't be ready, fuck, _he_ wouldn't be ready.

Fury faded visibly, leaving bitterness.

"You don't know that." he replied harshly, a swell of unexplained sadness burst in his chest.

Chuck licked his dry and cracked lips, "I know that you don't have a goddamn plan, not a real one anyways. We get to Savannah and then what?" The questionable condition of their group was easy for even a blind man to see.

"We find a boat." Lee replied immediately, of course that was the plan...

Chuck almost laughed, "You think that's a new idea? Do you have the foggiest idea of where you're gonna get one of those? I suspect all the boating goods stores are out of stock."

Lee didn't have as quick an answer for that. Kenny's plan was his plan, but that didn't mean he didn't see the holes seeping through. In reality, Lee didn't know how to fill them.

The old man sighed, he didn't want to put up further divides- he wanted the best for these survivors who've been through obvious hell and he wanted that little girl to out-live even him.

"Look, I didn't want to cause any trouble. I've seen things: children dying and...well, _too much_. All I want is for that little girl to beat this. Sit down, hash it out with her. Find a map for Christ's sake! And if something were to happen to you-"

"It won't." Lee said automatically, although inside he flinched.

Chuck studied him closely, "If it _were_, you gotta prepare the girl. Teach her to use a weapon, and for criminy, cut that hair- it's easy for a walker to grab onto that."

"She's just a little girl." he said, this time weaker. Chuck was telling him what needed to be done, but the thought of Clem, _his Clem_, with a gun, it was hard to accept.

"And she'll die a little girl if you treat her like one. Look, you gotta consider her a living person, that's it. You ain't little, you ain't a girl, you ain't a boy. You're not strong or smart, fast or slow. You're alive. Now, her hair...you got her going around with a mop that's going to act like velcro to any dead hand swingin' it's way. There's some scissors in my pack, take care of it before some walker does it for you...and then teach her how to use a gun-" Lee grinded his teeth together, "because like it or not, that's what saves your life from here on out. I don't mean to tell you how to do your job, because I know you care a lot about that girl and she's lucky to have you, but too many people have died already."

"...They have." Lee added with a slow nod.

Chuck's eyes burned, "Seein' another little girl die might just do me in. I can't take that anymore, not again."

Lee sympathized with him, despite the aching in his chest- he swore he would do anything to keep Clementine safe...and this made sense. She had to be prepared for that day.

"I understand, she needs to be ready. A plan, a hair-cut and a gun...it's good advice." he blew out an aggravated breath and gave a small shrug of his shoulders.

"It's somethin'" Chuck nodded.

Lee debated on whether or not to ask a question he had always wondered: Chuck's history.

"Well, be safe up here." he caved, there were more important things to take care of. Mildly suspicious, Chuck just smirked as Lee opened the door to the cab.

As soon as Lee stepped inside, Kenny rose from his chair curiously.

"Somethin' up? That conversation didn't look too friendly."

Lee shook his head, "It's nothing, he was just telling me about how I need to prepare Clementine for the worst."

Kenny raised an eyebrow, "What kind of _worst_ are we talkin'?"

"I know, I know, but I do need to make sure she can take care of herself."

"I think she's pretty tough, for an eight-year-old that is."

Lee showed a small, proud smile, "Yeah, I know."

Kenny frowned, "Need any help?"

"Since when did you become so generous?" Lee asked, half-jokingly. Although this was a refreshing change of pace. Maybe Lee's earlier words had gone a lot of good. Kenny just shrugged.

"I figure since you saved my dumb ass from a few tight-spots, it's the least I can do. And all you've done for..."

_My family_, Lee finished mentally. The atmosphere grew serious and Kenny sat back down on his chair, bringing his fingers over the corners of his mouth.

"I'm good, man, thanks." Lee replied finally, easing his way to the door.

"And Lee?"

"Yeah?"

"You and me...we're, ah, we're good too." Kenny felt immensely uncomfortable. Their broken bridge had mended: it was fragile, but the pieces were put back together. Lee understood.

"I know."

_Beneath the stains of time _

_The feelings disappear _

_You are someone else _

_I am still right here _

She looked so lonely sitting there with her head down looking tiredly at the flitting trees. Carley bit her lower lip momentarily, gently shutting the door behind her. Clem heard her light foot-steps and felt the presence beside her, identifying it as Carley's.

"Hey, sweetie." she said, her voice so loving and warm as melted chocolate. Carley was always loving towards her, Clem had noticed this and had her own soft spot for the older woman.

"Hi." Clem answered timidly. Carley paused, not knowing how to go on further.

"Are you lonely here all by yourself?"

Clem looked at her unsurely, "No, I'm thinking a lot."

"About what, honey?"

"About everything. Back at the motor-inn, I used to think a lot too, but that was when I had my drawings to make me feel better. Sometimes it felt like my head was going to explode, but when I drew, that made it go away...is that weird?"

Carley smiled fondly and lights danced in her enchanting green eyes.

"Not at all. There's always something that makes us feel better. You know, when I was your age, I used to dance." Carley felt embarrassed because she really was a horrible dancer, but there had always been something so releasing about it that had eased whatever troubles she had.

Clementine liked that, "Like, ballet?"

"Any kind really, I used to love moving around and jumping along with music. My aunt Misha had a big country house and every summer me and my parents would visit. I remember every night, my uncle would turn on the radio in the kitchen and we would all have a fire outside and I would dance. They laughed at me, cheered me on, and I loved it so much. Those were the best times in my life, and like your drawings, it made me feel a lot better."

Clem pictured that for a moment, "I had fires too, me and my dad made the best s'mores...I wish I had my leaf drawings, I made one for you and Lee."

Carley rubbed her arm, "Hey, we'll find something for you to draw on again. Then you can draw me the best leaf drawing there ever was."

"Because I'm Ms. Van Gogh." Clem recalled what Lee had called her.

Carley laughed lightly, "Exactly."

"I would like to see you dance sometime, I wouldn't laugh." she said honestly. Carley felt a warm gush spread to her cheeks.

"Only if you dance with me." she challenged, Clementine blanked.

"I was the worst in music class." she replied disagreeably.

"I'm sure that's not true at all, sweetie."

Clementine shrugged and for a moment the two girls were silent. Carley didn't want to dampen Clem's brighter mood, and let what Chuck said to her fade from her mind. She would talk to him later, that was for certain. At that moment, the door to the train-car opened and both turned to see who it was.

"Lee." Carley stated, she observed he was less tense but more bothered than before. She questioned the situation with a raise of her eyebrows. He nodded and she accepted it.

"How are you guys doing?" Lee asked evenly, taking a seat next to Carley.

"Good," Clem replied, "Carley told me she loves to dance."

Lee looked impressed while Carley seemed embarrassed.

"That so?" he said, a glint of mischief in his eyes. Their shoulders rested together, like pieces of a puzzle coming together.

"I never said I was good at it, mind you." Carley eyed him, "Don't get any ideas." They smiled faintly at one another and she was over-come. He settled for snaking his hand around her waist, something he thought was subtle and sneaky but Clementine grinned knowingly.

"Oh I won't." he said lowly and the rumble of his voice plus the warmth of his breath against her caused goose-flesh to erect on her cool skin.

Carley got the feeling that they needed some time to talk and she regrettably made her move to leave.

"I better check on Kenny, see if he's seen anything." she said, Clem scooted over so she could rise. As Lee retracted his hand, it left a searing hot trail along her lower back and her face inflamed and she leaned in to whisper quietly.

"If you do get any ideas, just remember that I am handy with a gun." she joked, her voice heavy. Lee smiled to himself and sighed at the squeeze she had given his shoulder. Somehow he would get her to dance, he just knew it!

Clementine looked at him strangely as Carley finally left.

"What?" he asked, how much did she notice?

"I was right wasn't I?"

"Probably, but about what exactly?"

"You and Carley."

Lee recalled how she had told him that they must like each other and it was assuring to him now. He didn't know what had shifted between him and Carley, but it was good- whatever is was- it made him feel different. It made him happy, if that's even a describing word now.

"Yeah, Clem," he smiled, looking down, "I think you were."

"Good...that's good." she nodded, not quite sure what to say.

"Yeah."

"Were you mad at Chuck?" she dreaded the answer. Lee frowned.

"I was, but he made me understand something." he was careful now.

"That I'm going to die?" her eyes were wide.

"No, no, he made me understand that you need to protect yourself. We're not going to let anything bad happen to you, but there are some precautions we have to take."

She looked unsure, "Ok, yeah, I guess that makes sense..."

His eyebrows furrowed and he put his larger hand on top of her much smaller one, "Don't worry, sweet-heart."

Clem took a deep breath, that meant a lot and gave her a lot.

"What should we do?"

"Well," he struggled, "We figure out a plan for when we get to Savannah, teach you how to protect yourself and, uh, tidy you up a little so you don't get grabbed so easily."

Locks clicked in her mind, "I like that, it's...good."

Lee sighed in relief, things were going more smoothly than he thought.

"Great, you need to learn how to protect yourself." he used the train-car to help himself rise to his feet. Clem followed his lead and stood confusingly.

"Like, hiding or running away? I hid in my tree-house, got it." she offered, Lee shook his head and took out his hand-gun from the waist band of his jeans.

"With one of these," he started and saw her expression, "First, don't be afraid of it. It's just a thing, something you use but something important. Take it, but know where your finger is all the time. And don't put it on the trigger unless you want to hurt somebody, er, something."

It wasn't easy for him either.

He eased it cautiously into her hands and watched worriedly as she leveled with it.

"Ok, ok..." she muttered, it felt so ugly in her hands. She could use this thing?

"See, it's not scary."

"It's heavy." she complained, moving it up and down.

"You'll get stronger," he meant that in so many different ways.

_You need to learn, Clem, you have to_, he thought.

"To aim, you look straight down the top, through that notch," he tapped the top of the gun lightly while Clem did her best to soak it all in and to retain it as best she could. She turned to the back of the train-car and envisioned walkers, she gulped but felt her mind clear as Lee placed his hands on her slumped shoulders.

"Line up the site at the end with your target."

She bit her lip, "Is there anything else I should know?"

He thought for a moment, "When you're ready to shoot, take a breath, hold it, and fire. That way, the gun will be more steady and you'll be more relaxed."

"Okay, I think I got it." the words were set into her mind like stone, she just didn't know it. Lee got an idea, having spotted Chuck's bottles.

"Look, we'll practice with these." Lee suggested, setting a fifth of whisky out of harms way and arranging a bottle atop a turned-over carton. Clem took a few steps back as Lee rejoined her, she wasn't ready to use it yet!

"I know this is a lot for your first day, but you have to learn as quick as you can, ok?"

"What if I miss?" she replied nervously.

"We all do, it's natural." he assured her, "Are you ready?"

She swallowed hard, "I'm ready."

He nodded and placed his hands back on her shoulders. Clem raised the gun towards the bottle, suppressing the weight of it pulling her down. It wobbled dangerously.

"Don't lock your elbows," Lee corrected her, easing the crook in her arm. His stomach flopped madly.

"Sorry." she muttered, her expression pained.

"It's okay, let's take your first shot. Squeeze the trigger smoothly and I'll cover your ears, nice and easy." he raised his hands lightly over her ears as he spoke. Clem narrowed her eyes.

"Nice and easy." she repeated, concentrating hard at the muddled green bottle. She could do it, she could-

_Bang_

"Eek!" she exclaimed at the sound and the power of the object in her hand, she jumped, startled. If Lee was worried, he might have laughed.

"You okay?" he asked, removing his hands.

Angry because she had missed, Clem pouted and turned to him, dropping her arm.

"My hands hurt, I don't like it!"

"Lets stick with it, okay? It's important you learn."

"...fine." she sighed, turning back around and raising her arms once again. This time, Lee coached her and with another shot she had shot the bottle. It took three more bullets and reassuring a troubled Carley that everything was ok, before Clem could make the shot all by herself.

"I did it! I took a deep breath and held it steady, just like you said. I wasn't afraid." she exclaimed, smiling. Lee felt pride wash over him, Clem could do it, she could protect herself better now.

"I know you did, good job, sweet pea. It's good that you're not afraid, that's important too. We might even graduate you to walkers one day."

Her smile faltered, that was the real deal.

"Uh huh." she replied, knowing that would be different and much harder than bottles.

Lee saw Chuck's pack, "Good, now there's something else we need to do." he took back his gun while Clem sat back down.

"What's that?" she questioned, feeling much better about herself now. Clementine felt accomplished and adrenaline shocked through her veins. She knew how to use a gun, and she felt that brought her a little bit closer to Lee's level. That was an amazing feeling.

Lee was mindful of Clem's eyes on him as he pulled out the scissors from Chuck's pack.

"So, you're probably not going to like this...but we need to talk about your hair."

Clem's expression grew wary.

"It's not safe."

She scowled, "That's not nice, are you saying it smells?"

Lee paused, "No, of course not."

Clementine shrugged, "Because it kinda does..."

He smiled at her, "Do you remember when Andy St. John grabbed it and I got really mad?"

Clem wouldn't never forget the St. John brothers, "Yeah, I do." she replied uneasily.

"Well that could happen again, and if it's a walker..."

"It'll be bad." she finished for him, feeling her tangled locks for herself.

"Right, we need to trim it."

"Ok, do what you need to do."

Lee moved behind her as she removed her cap, he stared. How exactly would he cut her hair?!

"Just a trim, right?" she asked nervously, picturing the worst hair-do imaginable. Lee's face scrunched in concentration.

"Of course, it's a good thing. Don't mope."

"Do you even know how to do this?" she said anxiously, waiting to feel him tug at her hair. Lee looked left and right.

"It can't be that hard."

"...I'm going to look like a boy." she concluded sadly, wincing as Lee began. He turned her head, trimming as best as he could while she prayed she wouldn't look dumb.

_Snip...Snip...Snip_

"Chuck said there's going to be a time when you're not there to protect me, but you'll always be there, right? I mean, you won't leave me will you?" she asked, nervous. Lee frowned deeply as her black curls trailed to the floor.

"I'll never leave you, Clem, you know that." he replied. She didn't say anything, neither did Lee.

When they were done, Clem tied the pieces he had trimmed back with an elastic Carley had given her. She felt them throughly and turned to Lee, "Do I look dumb?"

He smiled and placed her hat back on her head, "No, you look cute, sweet-pea. And it's safer."

Slowly, she returned the smile as Lee brushed her hair off the edge of the train-car and into the breeze.

"Safer is good."

"It is. Look, I'm going to look for a few things that will help us figure out what to do once we get to Savannah." Lee stated, there was only one thing left to do and he was feeling more comfortable now that Clem was better suited for whatever awaited them.

"Ok, that's a good idea." she agreed.

Lee felt uneasy as he passed Ben but smiled as he caught Carley on her way back from the cab. In her hand she waved the note-pad on which he had seen the directions for the engine.

"I thought Clem might like this, something to take her mind off things."she said happily. Lee admitted that it wasn't a bad idea but wished he would have thought of it first.

"She'll love it." he praised, and Carley took his hand in her own.

"How was it?" she asked, referring to teaching Clem how to shoot (she had questioned about the noise). He intertwined their fingers mindlessly.

"She's okay with it, she's learning but it would be great if you gave her some pointers. You know, make the idea of it less intimidating."

Carley nodded, "Gotcha, and do I need to attack Chuck or is everything okay with him too?"

Lee chuckled lightly, "Everything's good with him, turns out he wants Clem to be prepared just as must as I do."

She frowned, concerned. "You've done enough," and gently, she smoothed his cheek. "She'll be ready, you've already taught her so much."

"I hope so, I really do."

"I know so." Carley winked and Lee's eyes warmed.

"You don't happen to know where I could find a map do you?" he asked curiously as she dropped her hand from his face.

"Try Kenny, he should have one up there in the cab with him. And do you, well, notice that something is off about Ben?" Carley voiced her earlier suspicions. "He's acting weirder than normal, I'm worried."

Lee decided he shouldn't be the one to tell her and that Ben vented to him for a reason.

"You should talk to him, he likes you since you've always stood up for him."

She took that to heart, "I should, poor kid..." and with one last smile, she departed. Lee sighed and made his way to the cab where Kenny wordlessly handed him a stained map of Savannah. It was a complex city to root through. He looked at various street names, parks and buildings that were jumbled together at junctions. But most importantly, he examined the train-tracks that led into the city. On his way back to Clem, he exchanged a quick look with Carley who was leaned next to a blushing and sulking Ben who barely moved his lips.

Whatever they were talking about, he hoped it was progress...

"What a crappy day." Carley tried once Lee had moved inside the train-car with his map. Ben shifted beside her, he was nervous now. Normal conversation? That didn't exist.

"The crappiest." he agreed, looking away as she sighed next to him.

"How are you holding up? I know it's got to be hard on you, hell, we all feel horrible." she stared and he looked at her just to see how intense her stare was.

_I feel like shit, Carley, I NEARLY KILLED YOU._

"...I'm alright." he replied eventually. She patted his shoulder and her hand lingered there. Ben's face turned bright crimson at the touch.

"You can tell me, Ben. It's okay." she assured him.

For a moment, he almost spilled everything to her. She had always been on his side, or that's what it felt like to him. She would understand...wouldn't she?

Instead, he hung his head and shook it tiredly.

"I'm just exhausted, that's all. I-I feel sorry for Kenny and I-I miss the way things used to be." he answered finally, not quite sure if he was relieved when Carley dropped her hand. She smiled at him gently and Ben stared, how could he not? He fed off the warmth her expression gave him. He needed it.

"We all do, but things will get better. They have to, we've hit rock bottom. At least, I hope this is rock bottom."

"Yeah, I hope so too." he crossed his arms, admitingly feelings better now that he had some company.

_But things are going to get worse, and I'm the rock that's going to drown us,_ he thought suddenly and his face greyed considerably.

_What have I become _

_My sweetest friend _

_Everyone I know goes away _

_In the end _

Her lips uplifted when she saw him this time and that brightened his own mood as he sat down next to her and spread the map out between them. She held down the edges and bit her lip as she looked at all the swerves on the page. It was a lot to take in.

"We need to talk about what we do when we get to Savannah." Lee reminded her.

"I know." she nodded smartly.

"The city could be bad, or totally under control..although I'm not sure about that,"

Clem thought it was odd that Lee hadn't talked to Kenny about this already.

He looked at her, "The thing is, you and I, we're a team you know? And a team needs a plan. Aside from everyone else, when this train stops, you and I should know exactly what we want to do."

_And Carley, she's part of our team too,_ Clem thought in addition.

"I like that," she replied, "My parents are in Savannah, that's why they left me with Sandra..."

The babysitter, the voice-mails...the first day of their meeting flashed back to Lee with distinctive clarity. How could he have let that slip...his nerves scattered at the thought now. He wasn't going to lie, he wasn't so sure that her parents were even alive. But he knew what she had to do, it was what he would do and he wasn't going to take it away from her. There was a chance Clementine could find her parents, and that left him with an empty feeling that he knew he couldn't indulge.

"And we should look for them, you need to know if they're okay and if they're not, what happened to them."

"I'm sure they're okay!" she smiled broadly, and Lee thought that she was more hopeful than he ever was.

"It's best to stay positive, Clem." he supported her idea that her parents were savable, even if his own instincts were telling him the truth.

"That's what dad always says." she added suddenly, looking at Lee with a different expression. He chuckled although he felt uncomfortable.

"Let's look at the map, try and figure out where they were staying and we'll start there," he indicated on the map and followed the tracks with his finger, "Looks like we'll come right through town if there's nothing on the tracks to hold us up. Now, we've got a good chunk of Savannah here...what do you think?"

He was asking her opinion and suddenly Clementine blushed, "They always stay in the same place when they go there, mom likes the food...it's um, hmm Mar something. I remember because I was there once and they have really tasty deserts."

"It's okay, think on it...," he scanned the map for anything similar to that name until he came across a large sector. "Is this it, the Marsh House?"

"Yes that's it!" she exclaimed wildly, he smiled.

"We'll head there?"

"Yes, I think it's a very good plan! You'll meet my parents and-" she broke off at her sudden thought.

"What is it, Clem?" he asked amusingly.

"Can I, well, tell my parents, you know..."

_That I'm a killer_

Lee didn't regret telling Clem what he had done, but he was certain not everyone would be so understanding...if _Clem_ even understood that is.

"I don't think that's a good idea, Clemmy, you know that not everyone will see it the way you do."

Her little nose twitched, "You're right, I can keep a secret..."

"Well, how do you feel?"

"Good, better, I'm glad we have a plan."

He smirked, "And you're a good little shot."

She giggled, "Thanks!"

"I guess we should see how far-"

"OH SHIT, HOLD ON EVERYBODY!"

Kenny's voice boomed loudly right before the train suddenly gave a deafening screech and throwing jostle. Lee held on to the train-car and Clem as they shook with the locomotive. Peeking out, he saw an underpass ahead with something hanging over the edge. Whatever it was, it really wasn't good.

"What happened?" Clem asked as soon as they came to a full stop. Lee jumped down from the train-car and stood open-mouthed at what they saw.

"Not sure..." he breathed, helping her down as she ran up to Carley who placed a hand on her back as they all walked ahead to see why they had stopped.

"Well that just about fucks us solid." Kenny observed loudly as Lee came up next to him. The under-pass was shrouded by an enormous transport truck dangling from the road overhead. The place was littered with vehicle parts, it didn't take long to conclude where they had come from. A car lay overturned nearby off the tracks.

"Maybe we could walk." Ben said emotionlessly, Carley looked pitiful while Kenny looked disgusted.

"That's fucking stupid, Ben." he sighed.

"I'm just saying..."

"We'll get around it," Carley reassured herself, "...right?"

"Hmm, I dunno; I ain't got a lot of experience with ya'lls fortitude but I say we can deal with it. We got a train after all." Chuck said thoughtfully, examining the wreck.

"Plow through it?" Lee said, with obvious doubt in his tone.

"The thing's not full of milk, Charles," Kenny's patience wore thin, "It's gas or diesel, something that's going to make us go boom."

Chuck turned to him, "You gotta get a hold of yourself. This is a crew here." he really didn't appreciate Kenny's remarks lately.

Kenny scowled and walked right up to Chuck, staring him straight in the face. How dare he tell him what to do, after everything...

"This ain't shit." Kenny growled, challenging the older man. Chuck simply look annoyed and blinked slowly.

"Yo," came a voice, everyone immediately followed the source upwards to see two figures on top of the underpass. The one who had spoken was a short man, with tanned skin and with dark, very short hair and the other was a much taller female with ashy skin, high cheekbones, brown hair tied back in a high bun and a saucy expression. They didn't look to be in bad shape. There wasn't any blood on their clothes compared to themselves (the man wore a short brown jacket with a black shirt underneath and jeans while the woman wore a purple and white fitted jacket with tight, light blue Levis.)

"You keep yelling like that and you're going to get your face chewed off! Trust me, you don't want that."

"You going to be any trouble? 'Cos be could have kept walking..." the woman's voice was accented with New York itself.

Lee and Kenny exchanged a look of disbelief before Lee stepped forward somewhat excited to see people..._people!_ Clementine suddenly grinned and gripped Carley next to her who blinked in shock. Ben's eyebrows raised and Chuck looked, well, he looked like Chuck. Lee looked back at his group briefly and smiled to himself.

"Define _trouble_." he called back, Kenny smirked.

_And you could have it all _

_My empire of dirt _

_I will let you down _

_I will make you hurt _

_If I could start again _

_A million miles away _

_I would keep myself _

_I would find a way_

**Song: Hurt- Johnny Cash**

**I haven't forgotten about this story and I will never give up on it. MERRY CHRISTMAS AND NEW YEAR, I wish all of you the best and give you this long chapter in exchange for my own 400 review present. LOVE YOU GUYS! I read each review, and everyone seems anxious over the question of Lee's death.**

**Someone said since this is fanfiction, it should be different. And Carley being alive, it will change something that changed the game and you as a player. I like that and I got it figured out. I don't know about you guys, but I'm ready to shake this** **fucker up.** **Let's do it. You ready?!**

**P.S- I appreciate reviewers telling me to publish this or send it to the TellTale people, but I made this for the site and I have no desire to go any further with it.** **Also, regarding CarLee intimate scenes...I'm going to be realistic, that's all I'm saying.**

**You guys are kind of the best. Leave a review letting me know your thoughts!**

**DEC 30/ I revised the chapter to fix some pesky mistakes! I don't know why I didn't notice them before, thank-you, OnlyOneZen for your detailed review which I adore. Regarding Carley's eyes, it's such a small detail for me to go over each chapter to change, honestly, I'm sorry if it bothers you. Ben and the chalk I'm having a hard time thinking of an explanation for it myself! haha Also, I realize their time on the train has been stretched, but only so I can get my ducks in a row before Savannah. These things, you will just have to put up with because it's part of my plot. Carley/Ben isn't something I meant to hint at, but I can certainly see his small crush on her (even if he doesn't understand it himself!)**


	16. Learning To Be Brave

_I'm waking up to ash and dust_

_I wipe my brow and I sweat my rust_

_I'm breathing in the chemicals_

_I'm breaking in, shaping up, then checking out on the prison bus_

_This is it, the apocalypse_

Trouble, the word fit their group in various ways. It was a negative description but true all the same: excitement and worry, danger and adrenaline. Their group was complied of all things encompassing the word trouble. This was somewhat visible to the two strangers atop the underpass, gazing down at the new survivors with skepticism. Their clothes were stained with flecks of crimson and other questionable sources, their faces lined with exhaustion and suppressed suffering that was mingled with dawning of something else: awe. It was no surprise the latter were just as pleased to see another group of survivors, but they were not as willing to interact considering the fact that they were trouble was evident to them as well.

Christa, long-legged and fierce, narrowed her eyes with a smirk, "And I take it that's what you folks are." she replied pointedly to Lee's smart remark.

Kenny scowled, they could spar all day but that wouldn't change the fact that their train was being severely derailed by the wreck in front of them. The idea of Savannah was being shrouded now and he hastily tried to think of a way out of their current situation.

"Hon, give them a chance." Omid muttered quickly to her. She sighed heavily, she would never risk endangering her or her beloved boyfriend. Christa was smart enough to realize the dead were not the only ones that they should worry about.

"Sometimes there are chances too dangerous to take." she replied hotly, Omid had always been more trusting than her. He gave her a look before peering back down at the new group. Admitingly, what really caught their attention about these people was their transportation: a train, a goddamn locomotive. Omid was instantly transfixed, there was something so powerful about it that made him smile. Christa was more concerned about how they had acquired that train and where it was going. That was the main difference between the odd couple: he was content with the present while she was careful with the past and concerned with the future.

"Something wrong with your train?" Omid called down to them, making sure his voice didn't go too loud.

Kenny scoffed, "Yeah, you're standing right in front of it!"

"He means the wreck," Lee corrected sharply, not wanting for Kenny to spoil any chance they had with these people, "We need to get somewhere and this really isn't helping."

"And where do you need to go?" Christa asked curiously, hands on her hips. Chuck sniffed dully while Ben observed them with interest. Even he knew they were asking too many questions. Carley and Lee exchanged a brief glance.

"None of your damn business." Kenny had a quick and heated reply. Christa narrowed her eyes once again.

"That attitude isn't going to help you." she assured him confidently with some sass of her own leaking through. Knowing his girlfriends temper, Omid chuckled nervously to himself.

"And you are?"

"I'm seriously debating that."

"Look," Lee interrupted their back-and-forth with irritation on his face, "we're just anxious to get moving, is there any way you can help us?"

"Dude, it's a wreck- I don't even know how we're supposed to help. You can come up here and look for yourself, it isn't so bad from this point of view." Omid offered, gesturing to the other half of the tanker that wasn't hanging off the underpass. Christa's eyes widened as she looked at him, what the hell was he thinking? He gave an innocent shrug as the group debated below.

Lee eyed the ladder that lead up to the top of the underpass with hesitation. Going up there was something he wasn't sure he wanted to do: he had no idea about these people and he had been through enough to be extremely careful when it came to the what choice did he have if it helped him solve their problem?

Carley was immediately by his side, "I don't like this, Lee. I mean, these people could be another round of the St. Johns."

"They seem alright." Clem added in contrast, "My gut tells me they're okay." it was a saying she had adopted from Lee and it made him smile a little.

"I should see if there's something I can do about the wreck." Lee nodded, looking at Kenny who momentarily grimaced.

"If something goes sideways up there...we won't let them escape, get me?" Kenny hinted, Lee gave him a hard look. Violence was always the man's style of choice. Lee wasn't certain he was reassured by that.

"I get you." Lee replied seriously, aware of his gun now as he walked forward. A second set of footsteps followed closely.

"I'm coming with you." Carley pointed out, her voice had no room for objection. And Lee would not object, she could handle herself and besides, he was sure it would be a waste of time if he tried.

"Okay." he nodded, and their hands grazed purposely as she caught up to match his stride.

Clem watched with fearful eyes as they started to climb the ladder. She didn't think the new people were trouble, but even if there was a small hint of doubt- she would always fret.

The climb upwards was long: like a mounting wave they rose, gripping the bars firmly. Lee was first, and as they reached the top of the underpass, he caught the tail-end of a hushed and rushed conversation that sparked his curiosity.

"-they seem fine, hon. Plus, look at their man-power! That one guy is built like a house!" it was the male, his voice carried down by the breeze. Lee slowed his climb upwards and signaled Carley with a quick wave of his hand.

"You always over-exaggerate, we can't trust these people...not yet, they could be looters or worse." the female was impatient, angry.

"And you always assume the worst in people. Look, I'm not saying we all hold hands and start a sing-along, I'm just saying that these people could be what we need. Especially with-"

"Don't start that again." the woman sounded wary now and Lee decided it was his time to make an appearance. He gripped the top bar and hauled himself over the edge, the height surprised him and momentarily made his stomach lurch. The odd couple stared, one much more welcome than the other. Mindlessly, Lee offered Carley his hand which she took gratefully. The man was right, it wasn't so bad up there. The back of a construction truck blocked the road, looking to be picked clean. Further down there was a build up of cars behind the massive transport truck that lay hanging. Glass, as well as a litter of items were littered around aimlessly- projectiles from crashes or objects people had left behind during the initial chaos. He wondered where these people had come from. It wasn't an uncommon thought at the moment.

Lee took a step forward, some glass crackled beneath his shoe. Carley's expression was careful as if she anticipated walkers or guns to be firing at any given moment.

"Hey guys, I'm Omid." the man said, looking like he would hold out his hand for a shake if the atmosphere wasn't so charged with uncertainties. Lee felt that the small man was relatively harmless, and the danger factor of the situation decreased.

"Lee." he replied with a short nod.

"And I'm Carley." Lee exchanged a look with her and they passed a mutual feeling that these people might not be a threat at all.

Omid looked expectantly at the tall woman next to him who seemed doubtful.

"...Christa." she finally announced, a small moment of silence passed awkwardly.

Omid smiled hesitantly, "That's quite a group you've got down there, where did you people come from?"

Christa was attentive and crossed her arms patiently. Lee didn't know how much information he would share with these people, but felt that they needed their help if they wanted to reach Savannah. The wreck would put them off a few hours, or worse, and he felt the time slip through his fingers like sand.

"Macon, mostly." It was Carley who answered, moving to stand close to Lee. Truthfully she didn't know where they had all come from: the pharmacy, the woods, locked up schools and secured train-cars...there were so many origin stories she hadn't bothered to ask. She wondered when she started to not care about the past, perhaps when it became too painful to think about.

"Mostly." Christa repeated with a raise of her eyebrow. Carley looked at her.

"Yeah." she replied, uncomfortable with the suspicion in the other woman's eyes.

"The main thing is, we're a group and we need your help." Lee summarized, careful of his expression.

"I'm sorry, we're just shocked to see more people! I mean, Jesus, it's hard ya know? For a moment, I thought we were the only ones left." Omid shook his head and laughed lightly, Christa frowned beside him.

"It's been difficult." she added sympathetically, they all had their horror stories.

"I get that." Lee nodded slowly and looked at Carley with a sigh, "We all feel the same way." she gave him a small smile that looked sad to him.

"I'm not going to bullshit you, our group's been through the worst kind of hell: some of us more than others. So I'm going to have to ask you to understand that." A man lost his family just a day ago, Lee thought in addition.

Christa and Omid looked at each other, and there was a relationship there that both Carley and Lee recognized instantly.

"We understand." Christa said, somehow the tone of her voice signaled that the ice had been broken.

"So how do you guys take to strangers?" Omid asked innocently, his large brown eyes glowed.

Carley stifled a laugh and Lee smiled, "Depends on the stranger." he replied honestly.

"Fair enough." Christa shrugged, "What's the deal with the train?"

"Yeah," Omid chipped in excitedly, "It's awesome."

"We're driving it." Lee answered shortly, not one for descriptions. Carley picked up the slack.

"We found not too long ago, it was a wreck blocking our path- similar to right now actually. Somehow we got it to work and it's bringing us straight to Savannah where hopefully, we'll find a boat. Or, at least, that's the popular opinion." Carley explained, and there was something buried in her tone that made Lee question the sincerity of her words. He hadn't asked her about what she thought they should do when they got to the city, but he realized that he needed to soon. Lee eyed Christa and Omid now as their plan was reveled. Kenny certainly wouldn't like it, but Lee knew that Carley knew this would make it easier for them to trust their group.

Christa looked like she had tasted something awful, "City? Are you people crazy? It's sure to be riddled with the dead."

"Walkers," Carley corrected calmly, "We call them walkers."

Christa pursed her lips, a mannerism they were quickly picking up on.

"Whatever, they'll kill you no matter what they're called and the cities are bound to be chalk-full."

"We realize that."

"Then why-"

"Hey," Omid interrupted sharply, "we can chip in and help you get this thing out of the way."

Lee raised his eyebrows with interest, "You know how?"

"Of course not," Christa scoffed, "we'll help in any way we can. But if we see something we don't like, we're moving on down the road. Alone."

Lee was thankful, "We appreciate the help," he turned to Carley who gave a friendly (and slightly forced) nod of gratitude as well.

"No sweat," Omid assured them and frowned when he surveyed the damage behind him, "We can't just...blast through it? I mean, I'm no train-wreck expert so your guess is as good as mine."

Christa gave it a once-over and glanced down at the tracks, "If you could get it down, the rest would be pretty easy."

"'Pretty easy' is a loose term." Carley replied skeptically, she didn't see how any part of this could be easy.

"We'll start there." Lee said directly, his brain starting to whir with possible outcomes.

"Alright, we'll come down, settle in, and see if we can help." Christa said while tightening her high-bun, anxious to meet the other members of the group.

"Sounds good." Lee replied contently, placing his hand on the small of Carley's back as they ventured back towards the ladder. Both Christa and Omid noticed this and were relieved to see they weren't the only couple.

"The cars up here were picked clean, not by us though." Omid added helpfully and he positioned himself on the ladder.

"Walkers probably plowed through here as well."

"Walkers," he chuckled, "I like that, it's original."

"Props for creativity, sweetie." Christa added slyly as she started down. Carley was the first to land and snuck the group a quick thumbs up that put everyone's worry to rest.

"I'd like to introduce Omid and Christa." Carley said as they all hopped off the remained bars of the ladder. It was comical really: Omid gave a short wave and received blank, wary stares in response.

"Not big on welcomes." Omid observed, dropping his hand awkwardly.

"They're going to help us get this wreck out of the way." Lee added.

"We just wanted to say hi and that your train is pretty cool! And-" Omid broke off as soon as he caught sight of Clementine fixing her hat.

"Holy shit! You have a kid! Do you know how long it's been since I've seen a goddamn kid?!"

Clementine smiled shyly at him. Lee could understand why he was so surprised, and saw the same exclamation on Christa's face.

"What's your name?" she asked gently, her tone as soft as satin. Carley's eyebrows raised as she saw the contrast to her earlier attitude. Clem looked at Lee before replying.

"Clementine." Clem answered quietly, always being shy around strangers. And with good reason!

"That's a beautiful name." Christa smiled and Clem broke out into a grin.

"This is great and all," Kenny spoke impatiently, "But how do you propose we get through this wreck?"

"We don't have all the answers, but we'll figure something out together." Christa shrugged, breaking away from Clem to observe the other members of the group. They all looked so tired and pale and worried, she wondered if she looked any similar. The young man, who she quickly found out was Ben (one the introductions were put to bed) looked especially bothered, was that the look of a survivor these days?

No, she thought keenly, that's the look of a guilty man

And she wasn't sure if she wanted to know what he was guilty for.

_I'm waking up, I feel it in my bones_

_Enough to make my systems blow_

_Welcome to the new age, to the new age_

_I'm radioactive, radioactive_

The plan was to find a way to cut the tanker down, the current plan that is. But the group quickly found their various ways of settling in: Chuck strummed his guitar outside, Ben offered to take watch atop the train (where he sat staring blankly), Kenny was showing Omid basic functions of how the train worked while Christa, Carley and Clementine talked to themselves. Lee stood, studying the wreck and looking deep in thought. Certainly there was no possible way they could get through this, it would take some act of whatever God they had! Quickly lacking in enthusiasm, Lee turned away from the aggravating disadvantage to see Christa approaching him with a calm look upon her face. Did talking to Clementine do that to her?

"Quite a group you've got here." she thought aloud, "you're the only other people Omid and I have seen since this started."

Lee didn't know if he was comfortable with this shift in attitude, "Yeah, well, we're surprised to see you too."

Something similar to suspicion flashed in her eyes, "So where's her real father? I don't mean to sound rude, but how did you meet her? Omid was right, it's been a long time since we've seen a child...any type of child really, and it's refreshing in a way."

He was momentarily taken aback, "It's that obvious?" everyone they had met assumed he was Clementine's father, and something about that told him he was doing something right.

"To me it is."

"I found her at the beginning, she was all alone and didn't know what was going on. I kept her safe, she's been with me ever since. I don't know what happened to her parents, but we're thinking they're in Savannah." Lee explained, crossing his arms as he spoke and gazing over to see that Carley was watching with distinction but mumbling something to Clementine who drew circles in the ground with the top of her shoe.

Christa blanked, and then frowned slightly as she looked down.

"That makes the city a little bit less crazy," she admitted, "but I still think you're walking into a death-trap."

Lee's voice hardened, "Then I guess it's a good thing you're not coming with us."

Her eyes grew steely and the gentleness of her features evaporated, "Guess so." and she walked away towards the front of the train where Lee could see Omid smiling widely at whatever Kenny was showing him.

Carley nodded him over with a small nudge that he picked up on. It was odd how their little gestures carried larger meanings than what met the naked eye. There was nothing short of a team effort in the way the two communicated. Lee sighed as he joined his angels, Clementine looked at him with mild concern.

"Did you figure it out yet?" she asked, pausing mid-circle and relaxing next to Carley who mirrored her expression.

"I'm sorry, sweet pea, not yet." Lee replied, aggravated himself.

"I don't even think we can," Carley admitted, "I don't see anything we can use, we might have to spend the night here."

"That's something I want to avoid. This place is too open." Lee said slowly, looking around at how exposed they were. The trees would provide little cover if a herd rambled through.

"Maybe the new people will figure it out." Clementine offered, "They were here before us weren't they?"

Carley turned to her, "I think they were just passing through, they looked to be anyways. I couldn't get anything out of Christa without sounding either rude or suspicious. "

Lee had no answer for that, "What do you guys think?"

Clementine smiled, "I like them, they're friendly...I hope they stay with us." she liked Omid especially, and didn't want to give up these new people since their numbers were already dwindling.

"No alarms are ringing, but I doubt that they would stay with us considering where we're going." Carley added with a frown.

"Christa said it was a death-trap." Lee added as an after-thought, Clementine gulped quietly and hid her expression from him...but he caught it and regretted his words instantly.

"Exactly and I'm not so sure we would want more people. More lives to take care of, more mouths to feed with food we don't have..." Carley said soberly, not liking her own words. Lee understood what she meant and had to agree somewhat.

"But you said we have to stick together," Clementine looked distraught now as she recalled what Lee had told them before.

"Didn't you mean it?"

Lee had to look away from her, everything was so complicated- it was impossible not to contradict. He felt Carley's hand on top of his own, snaking in between his fingers until they held together. Only time would tell if these people would join them, but he knew that it was going to be hard if they did.

"I did, Clem, but it's difficult to understand that these people might not want to come with us." he finally said, she looked confused. Didn't everyone want to be together? The living with the living, it made sense to her...

Carley nudged her with a warm expression on her face, "It'll be okay, sweet-heart. Hey, I heard you're a fine little shooter now."

The abrupt change in subject didn't pass as smoothly as Carley hoped, Clementine looked peeved at first but eventually gave in with a short sigh.

"I guess so, Lee taught him some things." she replied without much effort. The idea of shooting spooked her as she remembered, but the look on Lee's face sparked the flames of pride when she thought of those bottles and the pressure of the weapon in her hand.

"That's great, Clem, it really is. You know, I can teach you afew things too if you'd like- I'm told that I'm a pretty good shot just like you." Carley squeezed Lee's hand as she spoke to Clementine.

I'll take care of her, you figure out a way out of this mess, she thought and was pleased to feel his response against her palm.

He spotted it suddenly: glowing like a beacon on his radar now as he squinted his eyes to enlarge the detail. It was a train-station, that much was obvious. Looking to be boarded up, Lee wondered if anything or anyone was being kept in. It was better than walking around aimlessly, waiting for a miracle to strike him, he thought as much as he quickly left the girls. They watched him go, and Carley soon reabsorbed Clementine in an interesting conversation about focusing aim, which the older woman knew a little something about.

_I raise my flags and dye my clothes_

_It's a revolution, I suppose_

_We're painted red to fit right in_

_I'm breaking in, shaping up, then checking out on the prison bus_

_This is it, the apocalypse_

The first thing that caught his attention was the brilliant hues of arctic white pooled in small puddles next to fallen, beaten-up paint cans. Lee imagined something must have been written on the slanted roof of the station but he was too short to get a peek. Like always, he guessed it to be a declaration for help: from either one authority type or the holy version. The windows were covered with chipped and spilt wooden boards that did nothing to ease his nerves- it looked as if something had been prying at them and that left little to the imagination.

Lee approached the simple door with his heart beating a little faster, nothing gave him the impression that this residence was taken considering the lack of supplies, waste and activity. But it wouldn't be the first time he was incorrect in assuming, and he pulled on the knob not knowing what to expect. The grand reveal fell short as the knob wouldn't budge.

"Damn it," he muttered to himself, looking upwards in exasperation to see a cracked window right above the doorway.

"Hello?" he tried, expecting the end result of dead silence. With another jiggle of the knob, Lee swore quietly. Now with no entrance inside, his curiosity was inflamed even more and his desire to open the door escalated. Looking back to the under-pass, he saw it was business as usual before walking around the station to see if there was a back-door. His instincts told him there was no real threat here: it both relieved and worried him. Lee knew to trust his gut; time and time again his raw and sharpened instincts were correct. But he was not the only one to have grown to trust them...

"How long do you think it'll take before we get past that thing?" Clementine asked the green-eyed woman beside her. Both girls were sitting closely on the ground: Clementine took to the habit of picking blades of faded and closely tangled grass while Carley carefully watched Lee's form disappear behind the train-station. She wanted to be over there with him, her worry would not cease until then and it swelled inside her calmly now as she looked into the curious eyes of an eight-year-old.

"I can't say," Carley admitted with a sigh, troubling Clementine, "But it won't be too long, it's just another puzzle we haven't figured out yet." surely out of all the sticky situations, this one would be no different. Clementine's frown uplifted.

"Lee will figure it out, like always." and there was some pride in the way Clementine replied that made Carley smile. The older woman put a thin arm around her and squeezed gently, thinking about if Lee knew how much Clementine looked up to him.

"That's right sweetie," Carley's word caught in her throat when she saw Ben. He was sitting indian-style on top of the train and she identified something terrible in the way he gazed so expressionlessly at the tracks stretching far into the distance. Her earlier suspicions that something was wrong with Ben came back like her fondest summer memories: with particular and saddening remorse. She thought that maybe Lee would be the right one to question him, like Kenny, she was no good with words. The craft she couldn't master. It was no secret Kenny and Lee had a special bond, but what was the strength of her and Ben's relationship? She hoped it was strong, because unknowingly Lee had begun to rub off on her and she rose from her spot on the ground.

"You stay here, ok? I'll just be a moment, I'm going to go check up on Ben." Carley looked down at Clementine, making it clear that she was not to move an inch. Clementine, too, had noticed something off about Ben and since she liked him so much she made no objection as Carley started towards the train. Sighing, Clementine bit her lower lip and looked back to see Lee on the steps of the mysterious train-station. It wouldn't be bad to go over to him would it? She weighed the options in her mind, but decided that since Chuck saw her go, that she would be okay.

* * *

Endless. It all looked so utterly endless to him: the tracks they had traveled upon, the trees, the mountains, even the dark rush of pink flooding into the sky above. All these things would always be there. The sun would always rise and fall, seasons would come and go, time would keep ticking. Everything would still go on, even after all that had happened, that much hadn't changed. He wondered how he would go on. The future was cruel: his unspoken fate taunted him, mixed with criticism of his determination.

How determined was he to go on? He was a logical boy, and it just didn't make any sense that he was still there: breathing, moving, blinking, his heart beating. Survival of the fittest, wasn't that how it was supposed to work? There was no world in which he had the elements complied inside a survivor. That brutal acceptance drove right in his chest, constricting, making his heart pound. There was so much he wanted to take back, it made his head spin. Suddenly he was sure he wasn't supposed to go on, after all he's done, the ever-turning world had finally caught up to him. A little boy with a wide, care-free grin was supposed to have gone on to live, to _be_. A passionate mother whose love was as boundless as the tracks before him should be in his place right now.

Not him, not Ben. He had nothing to give, no skills to offer. He became angry, so furious that tears burned in his eyes.

_I'm ready to die_, the thought popped into his head and his lips pressed tightly together as he suppressed an outcry of sadness. Ben was ready to give up, to give in. Guilt crushed him completely. His legs no longer wanted to run, his resistance quickly faded. The shadows that waited for him, he wanted to embrace them. He closed his eyes and clenched his jaw. Why couldn't he be stronger? Why couldn't he be like-

"Ben? You ok, kiddo?" a curious, warm voice made gooseflesh erupt on his arms underneath his letterman jacket.

Ben quickly composed himself, hoping his eyes weren't red from his moment alone. But Carley saw that he was choked up, and she frowned as she took a seat beside him. In truth, the two of them looked rather comical sitting so casually on top of a train. Chuck plucked his guitar strings as he hummed without rhythm. Kenny looked irritated in the cab as both Omid and Christa asked him more questions that he couldn't answer about the inner workings of the train.

"Y-yeah, hey, Carley...what's up?" he replied, trying not to respond to the fact that she was studying his face with a frown. Ben was bothered by this fact, that someone cared. He didn't know what that felt like really.

"Not much, how's the watch going?"

"Exceptionally well."

"I can see that."

"Yeah. So, um, where's Lee?"

Carley knew he was going to have a hard time telling her anything, but she hoped he trusted her. She really hoped that. Something told Carley that this young man needed someone to talk to, and she would gladly be that person- even if she couldn't do a very good job.

"He went to check out the train station just past the under-pass, hopefully he'll find something useful in there so we can get that wreck out of the way, " she shook her head gently and brought her knees up to her chest, "I really don't want to be here past dark."

Ben snuck a quick glance at her from the corner of his eye, wondering exactly her purpose for talking to him.

"Me either, but where-ever we are it's never going to be safe." he said honestly and a little quietly. Ben invited her suspicion, he wanted her curiosity. He desired someone to talk to, he needed to relieve the pressure off his chest.

"Can't think like that, Ben, when he get to Savannah-"

"Do you honestly think we'll be able to find a fully functional boat? Anything of use, it's long gone by now. Savannah is just a pipe-dream." Ben replied somewhat heatedly and he froze instantly after he let his thoughts seep through to his voice. He never wanted to say that. Ben had to look at her now and survey the damage. Carley's face was graceful and soft and looked tragic to him.

_I'm sorry_, he thought guiltily. He didn't want to be the cause of that expression.

Carley looked at him and there was a spark in her emeralds that he could see glistening with secret tears.

"You know I thought that, as soon as this whole thing about getting a boat started. I didn't believe we were lucky enough to find anything in the city and I hated the fact that Kenny was hell-bent on going. Savannah was a pipe-dream to me, and I never spoke about it because I knew they wouldn't listen. But, I've learned that there's always a chance that things might work out. That one, possible but improbable sliver of a chance. And we should take it, we should. We can't not risk our lives for something that might make it better. Anything's better than this: out in the open, not a place to settle in. That boat would keep us safe, and I'm starting to see what Kenny sees. Ben, of course it's dangerous and maybe stupid- but we have to do it anyways. You understand?" Carley's voice was just as quiet as his, but was so hopeful and promising to him that he had to smile.

That upturn of his lips, the small smirk lifting his features. Carley waited patiently. Lee had taught her about hope, about always believing that things would get better. And she willed herself to think like that, it was the only thing keeping them all going.

"It's hard to think like that." and he laughed. Breathlessly and open and on the verge of sobbing. Carley smiled at him like she would at a little brother.

"I know, I do." she assured him, feeling something shift. She always had to worry about Ben.

"You know," and his words tumbled onto his tongue, "I didn't think I'd make it this far, maybe I didn't want to. I just think 'what if?'. What if walkers came out of the forest right now, hundreds of them? What if I'm too tired to fight and I just...I-I."

Carley stopped him, feeling like plugging her ears so she wouldn't hear his words.

"No, Ben, don't do that, don't pretend like you would give up so easily." she said strongly. Her tone made him second guess he had even believed the words he said.

"What if...what if I did?" he said, cheeks flaming with shame but with honesty as well. Carley took his hand in her own: his shaking and pale in comparison. Shocked, he looked down and slowly brought his gaze up to hers.

"You're strong, Ben, don't think like that. You can't. I know you don't think you're capable of much, and it makes me angry that you have such a low opinion of yourself. You've survived this, it's too late to give up now. Listen to me, please. I can't let you think like that." she almost pleaded, not knowing what she would do if Ben gave up. Suddenly she understood how Lee felt when he told her not to give up hope, no matter what happened. The same panic and anger and sorrow plunged through her now.

He swallowed hard, his mind going blank. He registered the pressure coming from her hand and eventually, he nodded. Possibly just for her sake, but more so for his own.

_I'm waking up _

_I feel it in my bones_

_Enough to make my system blow_

_Welcome to the new age, to the new age_

By the time Lee was about to swear at his lack of success entering the train-station, a little voice startled him.

"Can't get it?" it was Clementine, standing there like she had been all along, her eyes were wide as if she expected him to scold her.

"Clem, don't scare me like that. Where's Carley? I thought she was watching you." he replied, brow furrowed as he looked back to the train. Clementine blushed despite herself.

"I just wanted to see how you were doing, Carley went to talk to Ben. I'm sorry." she apologized, her eyes less bright now. Lee sighed.

"It's ok, sweet pea, just don't go off on your own ok? It's dangerous."

"Ok." and, seemingly, that's all she needed to gain her light back. Clementine jiggled the door-knob and made a 'hmm' sound that brought Lee great amusement. Lee crossed his arms and watched her search for a key on the ground, his eyes crossing over the open window above the door once again. Maybe...

"Can you break the door down?" Clementine asked, concerned as she looked up at him.

A light smile played on his lips, "It won't budge an inch, and I'm not made of steel you know."

"Well how about, hey- that window is open!" she exclaimed, pointing upwards. Good eye, Lee thought proudly.

"Do you think you could reach inside if I put you on my shoulders? There's probably a latch at the top of the door that you can get." Lee lowered to her level and held her tiny hands in his own. Clementine knew that she could help him, he spoke her this way whenever it was important. Suddenly she nodded and smiled, she liked helping Lee- it made her feel just as proud as she did when she did well with shooting those bottles.

"Ok, Nancy Drew, ready?" he gently placed his hands on her small waist and lifted her high into the air. Clementine used the wall beside her to get her grip, her legs wobbled momentarily until Lee's large hands grasped her ankles for support.

"Nancy Drew?" Clementine questioned curiously, wondering who these people were that Lee had called her. First it was Mrs. Van Gogh the painter...

"She's a, never mind, Clem, what do you see?" Lee smiled to himself and looked up as Clementine peered inside the station. She craned her neck to get a better look, everything was pretty dark but she saw bars like in a jail cell and papers littering on the dusty wooden floor. Oddly enough she wasn't frightened by the ominous appearance, and she reached inside to feel for a latch.

"Nothing, I think I got the latch though," she made an effort to reach down and make contact with the cold metal. Her fingers explored the lock and twisted the handle upwards, then down, to make a satisfactory _click_.

"Got it!" she called and Lee swiftly got her down, thankful she had showed up when she did.

"Alright, Clem, stay behind me." Lee warned cautiously, bringing her behind him with a wave of his arm. He brought the large wrench from the train out from the waistband of his pants and swung open the heavy door. He had to lean against it so it would remain open, but his eyes scanned the shadows inside. None of them moved and light from the fading sun illuminated their figures in the doorway. Clementine had been right about the bars: evidently half of the station was divided by them. A desk stood behind the bars next to a small window for business exchanges. The wall behind was lined with file cabinets and dusty boxes of old papers. This place would have been a busy station on a normal day. Thinking it was safe, Lee stuck his wrench in the door to keep it open while Clementine slowly moved inside.

"There's a lot of junk in here." she observed aloud, making her way to the bars and not noticing movement in the deepest shadows behind her. Lee would always be ashamed at how he didn't notice them either.

"Keep an eye out for useful junk." Lee replied, joining her when he was sure the door would keep open. He took Carley's gun he had nabbed as an extra-precaution. Clementine rattled the door and grunted as she discovered it was locked.

"We need a key." she noted as Lee tried with just as much success as she had.

"Hmm, maybe I could lift you over this thing and you'll land on the desk there." Lee really had to time to search for a key in the darkness and besides, Clementine seemed to fit in every place!

"Alrighty," she agreed almost happily, pleased to be of so much help.

"We're a good team." she added as Lee lifted her once again.

"Yes we are, Clem, you're doing a great job."

Her cheeks blushed pink and she felt accomplished as she swung herself over the bar and jumped onto the desk. Lee watched her with concern as she jumped down but his expression turned to one of confusion as she looked at him again. His face fell as Clementine shook with fear, her mouth trembling as she slowly pointed behind him.

Lee swung around just in time. The walker was suddenly on him, clawing and gnawing and gnashing to close to distance between them. Lee heard Clementine scream as he fell back against the bars, surprised by the strength of this walker. He picked out murky yellow eyes and smelt decaying breath and suddenly his stomach lurched. The gun was knocked out of his hands at impact, falling behind the bars and clanging onto the desk. Clementine picked it up mindlessly and her whole body shook.

_Lee! I have to save him, I have to! _She chanted inside, she knew she had to raise that gun and aim and protect her protector. But she couldn't, her mind suddenly went blank and she forget everything Lee had taught her. What was this in her hands? How could she be brave again?

"Lee!" she exclaimed as he pushed the walker back. He exclaimed fiercely as he hit the monster stumbling backwards. Lee sensed movement in the shadows closet to Clementine and cold fear clenched his heart madly.

"Get the key, Clem, hurry!" he yelled back, avoiding the walkers swipes with surprising skill as he dove towards the door to get his wrench. Clementine suddenly knew how to move her legs again and she ran to the desk, sliding papers out of the way and opening cupboards frantically. The gun lay forgotten.

"I can't find it!" she screamed, freezing as she heard guttural and watery sounds emitting from the shadows just to her right. Dead hands came from the darkness, searching for something to grab onto. She gasped and returned to her search, hearing Lee's wrench make sick sounds as he pounded it into the other walker's head.

"Here!" she yelled, bringing a ring of three keys out from underneath a large book of records in the desk. Lee raced over to her, breathless and with black blood sprayed on both his jacket and across his face. She handed them to him, her hands shaking violently as she eyed the walker that seemed much closer than before.

"Lee." she squeaked, backing away. She was all alone, he couldn't protect her! Clementine cursed herself for not keeping the gun with her as she ran towards the corner farthest from the approaching doom.

"It's ok, Clem, I'm coming." he replied just as panicky, desperately trying the keys. Her heart pounded inside her chest, was it even possible for it to beat that hard? Sweat trickled down her back and her blood ran like ice through her veins. Her eyes bulged when Lee got the door open. He acted without hesitation and she watched in both envy and amazement.

Lee scowled with anger as he grabbed the gun from the desk and raised it to the walker's head. The bang startled her so much she couldn't help but wince. The silence bothered her even more. She didn't know what was happening until she felt Lee crouched beside her, his hands on her arms.

"Clem? It's ok, sweet pea, you're ok." he assured her, pulling her into a tight hug. Tears pooled in her eyes as she withheld sobs. She failed just then. She hadn't protected Lee, or herself.

_I want to be brave_, she thought as she emerged from clinging to Lee's shoulders.

"I'm sorry." she said sadly, frowning as she looked at him. She stared at the flecks of blood on his face, knowing it wasn't his and thinking how it was similar to war-paint that the natives used to wear.

"What for? I'm the one that's sorry, I shouldn't have let you come in here." he shook his head in disappointment. Clementine had come so close to...he couldn't finish the thought.

"I was helping you," Clementine nodded, "I-I couldn't do it. I couldn't shoot it. I'm sorry." her eyes glowed as he smiled softly at her. She was transfixed.

"Hey, I don't expect you to be an expert. The aspect of using a gun is new to you, it's going to take some getting used to before you're comfortable enough to use it against a walker. You didn't do anything wrong, Clem, you were scared- but you shouldn't be scared of protecting yourself. I know you can, never doubt yourself." he said warmly and she showed a small smile as the urge to cry left her.

"I shouldn't be scared." she repeated, solidifying it in her mind. She eyed the gun and wrench at Lee's feet, one day she would be able to yield both weapons like him. One day she would be as brave as him.

"That's right," he tapped her hat and rose, absentmindedly taking the wrench with him. Coldly, he looked at the shadows from which the walker came. There looked to be a small hallway following it, perhaps a supply closet? At any rate it needed further inspection and Lee told Clementine to stay behind as he went forward. He watched as she took the gun in her hands and looked blankly at it, a look of wonder dawning on her features. He was going to take it from her, but decided she needed to be familiar with it as much as possible.

"Keep the safety on." he told her, satisfied when she clicked the button. Clementine was smart and capable, he wished she would see it.

"Got it." she replied quickly and tipped him a small, unsure smirk as he started down the hall. She looked around, the station was large but she was surprised the walkers had snuck up on them as they had. Curiously, she walked over to the cabinets, there was a long line of them. Hearing footfalls, Clementine looked back expecting Lee but she froze when she looked at the doorway. The door which had closed when Lee removed his wrench, slowly opened to reveal a tall, fat man dressed in a tattered and torn plain uniform. She gasped and dropped to the ground, the same fear she had felt only moments ago gripped her tight. The walker looked around, it's head lazily turning as it staggered inside. Her nose wrinkled at the odor and her eyes began to water. _The noise must have attracted it,_ she thought. It, being a fat man no longer.

She wanted to call out Lee's name, for help, for anything that would get rid of this thing. But she was suddenly aware of the weapon in her hands. Clementine looked down at the gun, she had to be brave. _She couldn't be scared anymore._ Lee was expecting her to be stronger than what she felt at that moment. Clementine could cower no longer, she had to muster up the courage to face this walker. If she couldn't now, she knew she would never be able to in the future.

_I can do this_, she thought confidently and although her knees shook as she rose, she rose all the same. Her breath staggered as she inhaled but she bit her lip and walked straight into the walker's line of sight.

Her face screwing up as she got the monster's attention. It sensed the movement like an animal, it's hunger released in an ugly caw of longing emitting from it's throat.

_Don't be scared...remember if you put your finger on that trigger, you want to hurt someone...if you're going to shoot, make sure the safety is off._

Lee's voice spoke to her as she clicked the safety, and raised the gun in front of her. It was heavy, so heavy that she thought she wasn't strong enough. Yet her lip did not quiver as she held her stance, she did not back down as it shuffled towards her with sluggish speed.

She took a calming breath, knowing that would help her aim. It was just like being back in the train-car with Lee, his hands covered her ears, "_Don't lock your elbows." _and she corrected herself before she pulled the trigger. The sound still startled her and she blinked in stark amazement as the walker collapsed to the ground. Lee came running from the hallway, she heard something heavy drop on the ground.

"Clem?!" he yelled, the wrench was raised as he found her and the walker. Clementine gulped and when she saw Lee, she burst into a watery smile.

"I did it!" she exclaimed breathlessly, lowering the gun and looking at her hands as if she had superpowers. She had actually done it. She was so amazed that she was able to do something she thought was impossible. _Maybe I am brave enough,_ she thought in contrast to her earlier thoughts. Lee looked terrified at first, at what might have happened because he left her alone. What he had found wasn't worth putting her in danger. He had been too wrapped up in looking at old tools and he cursed himself for leaving her alone long enough for a walker to approach. This place wasn't as safe as he thought, the prospect of leaving had never been so enticing. But soon his horror melted into relief that Clementine had protected herself. This made a warm feeling slide into his stomach: she could do it, what he had known was now proven. The faith he had in her showed in his expression.

"Yeah, you did. Good job," Lee told her strongly and she smiled at the praise. Clementine held herself with an ounce of more confidence as she walked over to Lee.

"Did you find anything back there?" she asked curiously, he took the gun that she handed to him. Clementine still didn't like the feel of it.

"Actually-"

"What's going on? I thought I heard a gun-shot." Lee knew it was Christa before she appeared in the doorway with a frantic Carley behind her.

"Lee? Clementine?!" Carley exclaimed, pushing past the other woman to get inside. Christa looked mildly affronted but only scowled at the scene in front of her.

Carley's eyebrows raised as she saw the dead walkers lying on the floor, her shoe disturbed the pool of blood around one of their heads as she went over to Lee.

"Oh God," she sighed, embracing him tightly, "I thought something went wrong."

"Looks like something did." Christa added flatly, Clementine slipped her hand into Lee's.

"We handled it." Lee replied with a shrug of his shoulders, one hand trailing down Carley's back as she let go of him. A shock of something ran up her spine at his touch and for a brief moment their gaze was charged with something hotter than any amount of gold.

"You and an eight-year-old?" Christa said in a very unamused tone as she cocked one hand on her hip.

"We're a team." Clementine said unhelpfully, not seeing what the woman meant.

"Yeah." Lee blinked, what else could he say?

"I think both Lee and Clementine handled the situation, nobody got hurt," Carley turned to a sassy looking Christa, "and that's what matters."

As Carley lowered to Clementine's level, Christa exchanged a hard look with Lee who braced himself.

"If you were to die in here, three walkers turns into five and _that _matters." Christa snapped. Carley and Clementine shared a moment in which the latter blushed shyly at the older woman's wordless scolding. But Carley was just thankful she was ok and shrugged it off with tucking a curl up in her cap.

"Good thing it didn't happen then." Lee returned just as dryly, getting a glare from Christa. He wasn't surprised and understood where that glare was coming from.

"Whatever. I'm going to go see if the noise has caused us any problems." and with that, Christa left and let the door slam behind her.

Only then did Clementine feel comfortable enough to speak fully.

"I shot one." she boasted to Carley, pointing at the walker closest. Carley's smile paused and she looked at Lee quickly before answering.

"That's good hun, I'm proud of you." she smiled while Clementine hid a sheepish grin.

"I guess this place isn't as deserted as we thought." she added afterwards in a steely tone, Lee nodded with a scowl.

"The walkers took us by surprise, I didn't see them-"

Carley rose and reached out and placed her hand on his shoulder, massaging soothingly.

"Hey, it happens. But we're all ok, no harm done. Did you find anything useful in this dump?" Carley's hand left a trail of fire along his arm and his tone became laced with huskiness.

"Uh, yeah, I did. It's a blowtorch, I found it in the back- should be able to get that wreck out of the way in no time. Although, I'm not an expert with construction, I'm guessing fire beats metal."

"And that's a good guess." Carley laughed as Lee went to retrieve it. Clementine looked at her expectantly.

"Don't do that again," she scolded softly, "I'm not mad, but you scared me, sweetie."

And Clementine was reminded of how her mother used to scold her in that same gentle but fierce way. Her smile faltered.

"I'm sorry." she replied as Lee came back out with their savior.

"Alright," he breathed heavily as he held it up and adjusted the metal arm. "We're lucky to have found this, it's exactly what we need."

"Lucky? You sure you're comfortable with saying that?" Carley asked with a light chuckle but nodded her approval at Lee's discovery.

"Bad luck doesn't last forever." Clementine replied with a crease in her forehead, wondering about the luck of the group.

"No, Clem, I guess it doesn't." Lee nodded her way.

"Need a hand with that?" Carley moved forward helpfully, Lee shook his head in reply. He had a manly image to maintain after-all.

"I'm good."

"Ok, Hercules. Hey, Clem, why don't you run ahead and check in with the others. I'm sure their worried." Carley needed to speak to Lee alone and Clementine could guess as much. She smiled as she observed the two of them.

"Yeah, ok." she replied softly and moved towards the door.

"Clem, wait a second." Lee called to her, she turned with her hand on the knob.

"What is it?"

"What did we learn?" he waited with an admiration in his eyes as she smiled knowingly.

"Not to be afraid." she answered him.

"That's right, fear is the thing that will kill us. They shoulda got us, but we got them. You understand?"

"Yeah, I do." and Lee knew she would remember that as she left.

_All systems go_

_The sun hasn't died_

_Deep in my bones_

_Straight from inside_

_I'm waking up, I feel it in my bones_

_Enough to make my system blow_

_Welcome to the new age, to the new age_

_I'm radioactive, radioactive_

"Wow, she's learning so much from you." Carley voiced her amazement as she turned towards him. Lee could only smile.

"I think she's learning more about what she's capable of." he admitted, thinking carefully. Carley's face suddenly flushed as she closed the distance between them.

"Speaking of potential, I was talking to Ben earlier...I'm worried about him, Lee."

"We're all worried about him, he's been through a lot."

"No, I'm _really_ worried about him. I'm not sure he's got much fight left, he's depressed."

"Aren't we all?"

"You know what I mean. It's like he's committed a murder or something." she felt like covering her mouth after what she said and quickly looked embarrassed.

"Sorry, I-"

"It's ok, Carley." Lee laughed at her expression and felt like kissing her pink cheeks. But underneath he knew all too well what Ben's problem was. He wondered how long it would be until he had to tell her.

"You mind putting that thing down for a second?" she asked randomly, gesturing to the blowtorch Lee held against his chest. He raised an eyebrow at her curiously and the sly smile creeping into her face made his nerves tingle.

"Just one second?" he questioned, lowering it to the ground as Carley snuck into his grip. She wanted something then: memories of his lips against hers flooded back with powerful clarity. She desired to feel his arms around her. This desire was partially fueled by her relief that he was ok and the happiness that they would soon be back on track to Savannah. No pun intended.

"Maybe two, or three, or four..." she smiled as his hands snaked around her waist and as she closed the gap between their faces. It had been too long since she had Lee like this: passionate, warm and close to her. Her hands tugged at his jacket, wanting to remove it and everything underneath. Carley was surprised at how much she wanted him at that moment and how much he seemed to want her. Lee's lips, usually, gentle, were rather forceful against hers as he deepened the kiss. His hands, previously tentative, raked along her arched back as she fell into him. It felt like hours compared to the mere moments they had embraced and Carley smiled up at him as she wrapped her arms around his neck.

"I think our luck just might be turning around." she said, her lips red and her eyes beaming. Lee thought how beautiful she was and planted a kiss on her forehead before picked up the blowtorch.

"The question is, for how long ?"

Like all things, they couldn't stay golden forever.

**Song: Radioactive- Imagine Dragons.**

**Well, here we are! After so long, I'm proud to say I'm back. Feel free to pour out your CarLee feels at this chapter, I felt you guys needed somewhat of a reward for sticking with this due to my absence. We're approaching 600 freakin' reviews?! That's absolutely incredible. I love you guys.**

**Now, James, I understand what you did but please do not pretend to be me in the future. My readers, if dedicated, know I try my best to update as fast as I possibly can. No hard feelings! **

**I've created a tumblr (blog) for all interested. It's titled: www. lee–everetts. tumblr. com (No spaces, check my profile if you can't get it to work) I've been asked a couple questions on that so far!**

**As you can see, I've added a bit more to that train-station scene. That was merely for my benefit of slightly changing the events of the game, and I really wanted Clementine to shoot her first walker in that way. Sorry if it ruffled anyone's feathers.**

**Again, I thank you for reading/reviewing/alerting/favoriting. Holy mother of God, we've reached 60,000 views. I'm so grateful and amazed. Like YOU GUYS WHY ARE YOU CLICKING ON THIS?! Hahahaha, you know how much I adore my readers.**


	17. Secrets and Savannah

_Oh, Death, oh, Death, oh Death,_

_Won't you spare me over til another year_

_But what is this, that I cant see with ice cold hands taking hold of me_

If the trees could speak, if the leaves could cry out, they would surely scream. They would yell a warning of what was coming, a panicked screech of desperateness to run and hide and sneak away into the nearest hole. The rotten death that moved slowly across fallen, crisp leafs and brushed mindlessly against rough bark. The horrid and hungry terror that carried an aura of fear, decay and truth, truth that the end was near, that the world was a scary place and to run from it was impossible; to seek solace and safety, to breed hope and love, it was all lies. Death was an absolute truth.

And death was coming: hundreds of it's soldiers moved agape and gurgling but moved together towards a distant ping of sound. A force unmatched, an army of misery. Their bodies swayed with faint purpose, slanted but secure in the way they shuffled and dragged along the ground: grinding twigs and dirt and small rocks into already punctured, deteriorated flesh. Bright, cloudy eyes glowed with blank interest and swirled in an empty slush of dull color. The sole purpose these creatures of death had was awaiting along cold train-tracks and they would not stop until they had reached that purpose and promise the ping had given them. Warmth flooding their mouths and streaming down their throats, the rip of skin to reveal their heaven. Screams of life draining, beats of life fighting, these were the things Death craved. And Death would obtain them in the end.

* * *

Kenny knew his distrust was rooted in the notion that the luck they had encountered thus far would soon turn sour. The wayward highway stragglers his group had found were good people on the surface, but he reminded himself that the St. John brothers were in that same boat at the beginning. He had no reason to think these people would rob them of their little rations or attempt to hungrily slit his throat with a switchblade, but he had no reason to not think that they would do it. Before everything, Kenny loved meeting new people: exchanging conversation, gestures of cordial and friendly greetings and seeing new faces had been something he looked forward to. Now all of that had changed. There was no more pleasure at fresh encounters, no comfort that came with shaking a strangers hand. Everything now was doubt, struggle and caution. Careful, he had to be careful. And, carefully, he watched as Omid and Lee worked atop the underpass on the wreck and how Christa, Carley and Clementine talked quietly amongst themselves.

_Maybe it'll work, maybe it won't. But I'll be damned if I let anything slip through my fingers,_ Kenny thought confidently. He had his guard up, his radar vamped with sensitive receptors cranked on high alert. Because at the slightest notion that things were wrong, that something was dangerous, he would not hesitate. Kenny would protect his people, even Chuck whom they met just 24 hours ago. That loyalty had always been there; but somehow, with his losses, it had intensified like the lines across his forehead.

Sighing, he settled himself on the rail of the train and extracted some relief from the progress they seemed to be making. Lee had handled the wreck situation, like he had thought he would, and all they had to do now was wait, patiently at least. Kenny felt another shiver of doubt as he thought about the welfare of the group at the moment. It was good, too good. It was a kind of security that their world used as a disguise to brighten moods and strengthen hopes, only to pull the rug out from underneath them. Kenny wondered how long it would be until they all came crashing down.

He didn't like having such negative thoughts, so he categorized them as realistic- because they were weren't they? There wasn't security or hope or anything bright. Just thinking of the word hope caused him to gaze up at Lee- frustrated and focused on the blowtorch he was using. Admitingly, Lee's speech to him earlier had gave him comfort...it had calmed him, and enlisted some effort in the way he held his head. The effects of that pep talk were wearing off now and the lack of numbers in their group froze the pulsing organ in his chest. He carried their faces in the fore-front of his mind, their voices in his ears and their smiles dancing vivid memories across his closed eye-lids. The emptiness grew each minute, his purpose faltered and his strength stumbled but he had to go on. He had to: fuck the doubt he felt and the sadness he inhaled. Kenny would survive, he would have hope...or at least that was how he chose to think.

_Now if we can get back on track, I'll be fucking tickled pink_, he spit over the railing and walked over to check up on Ben- hoping for some more good news.

His false sense of safety would soon be explained.

* * *

"You sure you're ok, sweetie? I know it must have been scary for you." Christa asked for the exact third time. Carley had counted. The women seemed to be having a silent argument through Clementine. Was she feeling ok? Did she have enough to eat that day? Wordlessly both Christa and Carley almost competed to look after the little girl sat down beside them. Somehow Carley disliked the way Christa looked at Lee almost skeptically. She was poised and ready to spring to his defense in that case. Carley knew how much Lee did for Clementine and she would be glad to tell the critics that. But there was also the feeling of someone doubting him that left her unnerved. Carley believed in him, the good he did for the group was admirable and the feeling of him next to her sparked the desire to defend him as well, truth be told.

Clementine gave a half smile as she smoothed her tights underneath her dress that was half-hidden by her hoodie. She wished they would stop asking her if she was ok- didn't they understand that if she wasn't she would say something? The effects of killing her first walker still left a flush in her cheeks while traces of adrenaline ran through her veins. She was feeling proud, and maybe a little queasy, but ok all the same.

"I'm ok, and it was scary, but I wasn't afraid." Clementine replied truthfully, amazed that after she had done it- she hadn't been afraid. That had been what it was like to feel like Lee, she thought suddenly and smiled a little wider. He was bravery to her and the fact that she had made him proud, caused her to think that possibly, with practice, she could be brave too.

Carley put her arm around her with a warm smile on her face, "You protected yourself, Clem, those shooting lessons came in handy."

Christa eyed the way Carley held her and the way Clementine's eyes glowed with appraisal.

"An eight-year-old, learning how to shoot a gun...never thought I'd see the day." Christa clipped under her breath, appalled.

"Lee taught me," Clementine chimed in, "It's good thing." she finished unsurely due to the expression on Christa's face.

"I know, honey, I understand why you need to learn." she assured her, brow furrowing. Carley shifted uncomfortably.

"We all have to do things differently now: precautions need to be taken for the betterment of everyone. Clementine is more than a child, Christa, she's a survivor." Carley said softly while Christa's eyes flashed.

"You said precautions need to be taken: how is letting an eight-year-old handle an armed weapon safe? Lee isn't her parent, so I don't see how you can let him shove a gun in her hand and call it right." Christa looked apologetic after she said spoken, not wanting to bring up anything revolving around parents. It was obvious to her that Lee wasn't her father, even though he certainly looked like it. She just didn't like the thought of such tiny hands wrapped around the handle of a gun. It made her hate their world even more and the fact that she understood it made her feel even worse.

Clementine's eyes widened slightly and did Christa imagine the way she involuntarily shrunk closer into Carley's grip?

Carley's expression was almost pitiful, "We all don't like what we're forced to do these days but we have to do it. What's right is being able to say that you can protect yourself from harm, and he's made sure she can incase the unthinkable happens. Look, Christa, you won't agree with everything our group as done or what will do, but you have to understand that if you stick around- it's just something you're going to have to put up with. You've known us, what, an hour? Any judgements you have about us or Lee, you should really reconsider them."

The way she said it, with clarity and confidence and composure, it caused Christa to simmer. She was right at least, she couldn't judge them. Not yet.

"Lee looks after me." Clementine blinked, looking away awkwardly. She didn't understand why Christa seemed so hesitant on trusting her group. Christa pursed her lips and cleared her throat.

"Yeah, I get it. I'm sorry if I come off as the judgmental type, just..it's been a long day ok?" Christa admitted. Carley nodded at her knowingly.

"I hear that."

And as both women exchanged glances, it looked to be the slow and rough beginning of mutual understanding.

* * *

Ben didn't see them coming at first. His eyes had glazed over as he stared into the distance, mentally mulling over Carley's words and the shifting feeling of unease inside him. He was arguably debating over his own self-worth to the group when they came into view as pecks on the horizon. They blended in with medium shades of orange and brown and black. Nothing to stand out, nothing to warn him. The fading light of day also helped cloak the approaching army of walkers. The herd. It was only when the horizon began to move, bobbing up and down, did his eyes narrow in curiosity. Suddenly, his heart dropped to his stomach and he rose slowly to his feet as paralyzing fear iced his body. They were there, they always seemed to be, ready to take everything away. Ben was convinced they were coming for him. It was as if they sensed his weakness and purposely sought it out; the end they brought was for him to find at their teeth. It took him all of five seconds to blink, breathe and begin to function again. He had avoided death up until now and he felt he was too much of a coward to give in yet. Ben could run a little while longer.

"Um, g-guys?..." Ben called out, hoping he was envisioning the mass force of walkers inching their way up the tracks.

They came out of no where, he thought horridly and whimpered weakly. Kenny jumped down from the train, glaring in the direction Ben was looking and felt the emotion drain from his face.

"Oh fuck." Kenny breathed, color abandoning him. Clementine hoped out of the train-car from where she had gone to get some water (her walkie beeped with left-over static that she hushed quietly) and joined both Carley and Christa as they blanched horror-struck.

"Now's the time to get that wreck out of the way." Chuck commented lowly, rising calmly from his log with his guitar in his hand. Kenny didn't even stop to acknowledge the obviousness of his comment, running towards the ladder of the underpass with his heart hammering.

"Clem," Carley sounded panicked as she said Clementine's name, grasping the little girl's shoulder with cold fingers. Clementine looked up at her with bright fear in her eyes.

"GET THAT SHIT DOWN NOW, WE'RE ABOUT TO BE OVER-RUN. LET'S GO, LET'S GO!"

"Get on the train, sweetie." Carley finished over Kenny's blares. Christa muttered a "C'mon" and eyed Carley before ushering Clementine onto the train. Carley inhaled sharply and looked up to see both Omid and Lee working profusely as they saw the upcoming carnage.

_Hurry, for the love of God, please hurry,_ she screamed internally. They were so close now, she could make out the faces of the front line just barely. She swallowed, sickly transfixed and frozen in place. Carley was torn: half of her wanting to go to him while the other half wished to hurl itself into the train-car where a little angel watched worriedly. The larger half took out her hand-gun and popped bullets into it's place. If they needed more time, she would damn well give it to them.

"Lee." Clementine breathed frantically, she had to go to him. She was about to jump down from the train before Christa's strong arms wrapped around her.

"Honey-"

"Let go! He has to get down!"

"He's coming, ok? He's going to get that thing out of the way first, then he'll come. I promise, sweetie, he'll be here. You have to stay put until then, here you'll be safe." Christa wasn't so sure about her abilities to diffuse situations such as the one they were in but all she knew was that their one-way ticket out of being eaten by those walkers was underneath her butt right now. Her own heart ached for Omid but she had to maintain that things would work out, that time was on their side. If she didn't, she would lose it completely.

Both girls jumped as they heard the sudden sound of guitar strings. Christa looked offended as Chuck played such a calm tune. He surveyed them with tired but smiling eyes.

"How can you play that right now?!" Christa exclaimed wildly as Ben swung himself into the train-car with a plunk.

Chuck looked at Ben and smirked, "There's never an inappropriate time for music." he replied slowly and in the same deep voice that made everyone's skin crawl with uncertainty.

"No? I'm pretty sure if you strum that thing one more fuc-"

"Hey! They've got it!" Ben cut Christa off as he stuck his head out to watch the tumbling mass of metal that swayed on a dangerous angle before taking a dive downwards. Kenny yelled something that sounded very much like "FUCK YEAH" before the train let out a sharp hiss. The chugging sound started up again and dust puffed up from the brakes as Kenny let them loose once again. Clementine shielded her ears as the wreck crashed to the ground, her mind on the fact that Lee wasn't there and she could hear a painfully loud lull of moaning wafting in from outside their small sanctuary. Christa had released her when she realized she wasn't going anywhere and when the train started moving, she let out a gasp as she hurried to the train-car's edge.

"Carley!" she cried, wind muffling her words as a gust chilled her exposed face. Carley looked back to see the train moving, she debated on firing a shot at the walkers almost approaching the end of the train before looking back at Christa who reached out for her.

"Damn it!" Carley swore under her breath as she saw that the ladder had been knocked down with the wreck. She looked up at Lee who was yelling something at her atop the underpass with fear constricting her throat.

"_No, no, no, oh God, jump! Lee!_" she screeched in her mind and took staggering breaths before sprinting towards Christa's hand and swinging into frightened little arms. Lee breathed a sigh of relief to see everyone was safe inside the train-car.

"Well our luck just ran out." Omid laughed nervously, feeling sick at the walkers that grasped the end of the slowly departing locomotive. He nearly wept at how both he and Lee were stuck on top of the underpass with no means of getting on the train. He couldn't lose Christa like this, not with what the future had in store for them. Every step of the way, he had to be there. Suddenly he began to hyperventilate. Hands on his knees, he keeled over in a state of hysterics.

"Oh, God, we're dead, we're dead! They're gone, great! Oh fuck, Christa, the ba-" Omid began, his eyes shut tight.

"The ladder's smashed to hell!" Lee replied but in a much calmer version of paralyzing panic.

"Fuck, I know!"

"We gotta jump."

This caused Omid to open his eyes and his mouth fell open as he observed Lee swing himself over the railing. Head swimming, Omid ran over to him, almost tripping over a traffic cone that stumbled onto his path.

"What?! No way. This isn't jackass!" Omid expressed wildly, looking down to see the nose of the train already through. This was the only way they were getting onto the train, he knew it but he was damned if he wanted to fling himself into the air!

"It's the only way, Omid. On three! One, two-" Lee had grasped the material of Omid's jacket and stumbled backwards as the man whipped himself out of his grip.

"Let go of me you crazy son of a bitch!" Omid's voice cracked with fright as he regained a tight grip of the railing behind him. Lee gave him a hard, unimpressed look and studied the drop for a quick second before exchanging a final glance.

"Have it your way."

Omid let out a startled scream as Lee let go of the railing and sailed through the open air like a professional, landing like a paratrooper on top of the train.

"Are you fucking kidding me?!" he exclaimed, palms slick with sweat. Omid gave a final 'kill me now' before hurling himself after him. His landing was less than graceful. Upon impact, his right leg slipped and groaned with the weight of the jump. Instantly he lost his grip and Omid fell to the side, screaming and flailing as he crashed onto the ground.

"OMID!" it was Christa and Lee at the same time, her cry radiating terror as she jumped down from the train and ran to him. Lee saw the walkers just twenty feet away and quickly got into the train-car, calling for them both as he stretched out his hand. He felt like running towards them: every fibre of his being wanted to help. Almost sensing this, Carley was next to him with one hand gripping the back of his jacket to keep him in place and the other held out. Their bodies collided against one another as they hung from the train, urging Christa help along a severely limping Omid.

When they came close enough, Lee grabbed onto Omid while Carley hauled Christa inside. All four of them fell backwards, breathing heavily and hearts racing like wild horses across a grassy plain. It was over, they were safe and that fact put a breathless smile of relief of Carley's face as she turned her head to look at Christa.

"Returning the favor huh?"

Carley laughed, eyes scanning over how Clementine hung onto Lee's back as he raised himself off the floor.

"Someone had to." she replied, getting a short bout of nervous laughter from Christa herself.

"How's the leg, Omid?" Lee asked, said man's face crippled with pain as he eased himself up on his elbows.

"Hell of a lot better now than when I was moving it." Omid replied truthfully, Christa examined it with a deep frown.

"What happened?" Ben asked, cheeks flushed from what they had just escaped.

"We can't all land as nicely as Johnny Knoxville here."

At Ben's expression, Omid winced when a flood of stinging bees attacked his leg. It took him a moment to register it as his girlfriend's hand.

"Ouch, hon, take it easy."

"Sorry, do you people have any medical supplies?" Christa asked, brows furrowed in concentration as she felt the heat coming from Omid's leg. His muscle was ripped but no broken bones, that much was obvious and the pain was incredible. Christa knew a thing or two about such injuries, she had been an avid soccer and basketball player in her youth. But they couldn't go to the nearest clinic for wraps or medicine now. They had to be resourceful and all of her and Omid's resources (little though they had been) was left atop the underpass.

Lee licked his bottom lip in thought as he looked over at their backpacks in the corner of the train-car, "Bandages, some Ibuprofen, maybe." he replied unsurely, rising from the floor with Clementine holding his hand gratefully.

Omid shrugged, the Ibuprofen might help although he wasn't an expert.

"Maybe?" Christa sassed, going over to search the bag. Lee followed her carefully and she scoffed knowingly. "If I was going to steal from you, I would be a bit more sneaky about it."

"Sorry," Lee replied with a small smile, "Just taking precautions, we really don't know you people yet."

"Precautions." Christa repeated, thinking of Carley now as she removed a beaten bottle of pills from one of the pouches. "You're a careful bunch, and don't worry. If we were going to kill you people and steal your train, well, we just had our chance."

Carley ran her fingers through her tangled, thin hair with a look of amusement in her eyes, exchanging a look with Christa as she brought two pills over to a pitiful looking Omid. Their relationship with these new people was somehow unclear but there are some things you can't share without ending up liking each other, and surviving a herd of walkers is one of them.

_When God is gone and the Devil takes hold_

_who will have mercy on your soul?_

_Oh Death, oh Death, oh Death_

Late afternoon light flooded into the horizon and Clementine bent closely down to her page to scrutinize what she had been working on for the past hour. Lee had handed over a note-pad he had found on the train to her and Clementine had been excited to use her few drawing tools she still had stashed in her back-pack. She drew mindlessly and content in her corner of the train-car as everyone shifted around her. Chuck took his nap now, his snores a strange comfort. Omid talked somewhat forcefully to a tired looking Ben while wincing occasionally as he moved his bad leg every few moments. Christa was outside, talking to Carley, Clementine bet, while Lee and Kenny were at the head of the train. Food had been rationed and although she wasn't hungry, Clementine longed for the s'mores she had talked about with Lee. She wondered if that made her spoiled or a brat, something along the lines of not appreciating the crackers Lee had given her. Nevertheless, Clementine drew just as happily as she would have if she had a belly full of chocolate and sundaes and her mother's famous spaghetti.

But despite her relatively good mood at how they were all safe and fed, little Clementine wore a small frown on her face as she thought about what her radio-friend had told her. Clementine had been shocked to find that when she tried her radio back at the underpass, it had worked! She was so relieved to hear his voice and fought hard to keep her voice down so the others wouldn't hear. He told her he had been traveling, that he had searched for her at the motel but found it over-run and he had asked multiple times if she was safe. Clementine felt odd answering his questions, especially the peculiar ones he had asked about Carley and Lee, but he already knew so much. She trusted him, she was young and that trust came from her relief at talking to another living human being. Clementine believed him when he said that he was already in Savannah and that he would be joining her parents soon. She soaked in his words greedily, enlarging herself with the perfect images he carefully implanted in her head. She saw her parents: alive, happy, and waiting for her and tears of pure emotion rolled down her cheeks. Soon she would see them...and all she had to do was keep it a secret. This man was her friend, her confidante, someone she could trust.

Well then why did she feel so guilty for keeping him to herself? Clementine swallowed hard and gave her head a shake, the day was wearing heavily upon her and as she finished her drawing, the soothing effects it had slowly faded. Giving it a final look over, she smiled shyly to herself and gently laid in within her back-pack, taking care not to crinkle the page. She was thinking about showing it to Lee when she looked up to see Chuck looking at her. Startled, she looked away. She really liked Chuck: he was odd and endearing but his words to her, about how she would end up like Duck, still bothered her.

"How are you doin', girly?" he asked, quiet but serious. Clementine quickly looked over to both Ben and Omid: the former was asleep now and the latter looked lost in his own train of thought. She was left to fiend for herself in this awkward conversation.

"Um, good." she replied honestly, although 'good' carried a different meaning. She was _safe_.

"What kind of good?"

"Huh?"

"Well, there's good as in happy and there's good as in 'I don't want to talk about how horrible I really feel' so which good are you?" Chuck eyed her with concern mingled in with his slow and deep drawl, Clementine felt uneasy. She wasn't sure how to answer.

"Uh, the first one?" she tried with a nervous shrug of her shoulders. Chuck was silent and stared, her skin crawled.

"You're still thinking about what I said." It wasn't a question, Chuck knew she was. She took a breath before returning his gaze, no words came to her. Feeling slightly guilty that his truth had troubled her, Chuck crossed his arms across his chest and puffed out a haze of chilly air before he looked at her again. He wasn't sure how to phrase it correctly.

"And I'm sorry if it hurt your feelings, girly, but that was what I believed."

She caught the end part.

"Believed?"

He chuckled at her observance, "Yeah, past tense. I can see something's changed in you, something...stronger. I know I haven't known ya for long, but I know the difference between a scared, helpless child and a determined, firm young lady. Lee taught you a few things, but it's important you keep learning. Understand?"

Clementine tilted her head a fraction as she studied him without shyness now, realizing all he had said to her before had been the push she needed to will herself to change from that helpless child she once was. Chuck wanted to help her, not scare her. And she was thankful for that.

"I understand." she replied quietly, nodding lightly as she blinked away her hesitance. Chuck nodded as well: content and relieved that the ball of hope for this little girl was rolling. She gave him a tiny smile as she passed him, back-pack in hand moving towards the train-car door. He spotted the drawing peeking out from inside and he felt warmth flood into him. When she left, he got up and stretched, Omid looked up.

"How's your leg, buddy?"

"The same, only warmer now. Is that a good sign?"

_No,_ Chuck thought darkly but actually shrugged with a frown.

"I'm not any medical type, got no idea- none of us can know for sure." he said, settling in where Clementine had been and bringing his guitar across his lap.

"Guess so. How much further do you think until we get to the city? Hopefully there'll be help there..." it was obvious the man was trying to convince himself of that. Chuck indulged.

"I'd say we'll reach Savannah in the morning, so you people are going to stay? I heard your lady going off about how it was a suicide mission."

"Well, you're the guys with the kick-ass train," his laughter was cut off by a sharp inhale of pain as he sat straighter. Ben stirred. "We're here now, and besides, you seem like a great bunch- my first pick for a zombie apocalypse."

"Your lucky day then." Chuck tipped him a wink as he started to pick up a tune. It was mellow and soon put Omid in a content lull of solace. Ben's eyes were open as he dully rehashed over the day's events, Carley's words repeating in his mind. Chuck was soon lost within his own thoughts and his lips parted as words seeped onto his tongue.

"Each man diminishes me, for I am mankind..." he spoke, his voice raising the hairs on Ben's arms.

"I've heard that before." Ben said quietly, the words familiar in his mind and stirring up memories of stuffy English classes with Susan and Travis and people he had lost.

"We all have son, we all have." Chuck didn't look up from his guitar as he replied, and continued on with his slow strum.

_No wealth, no ruin, no silver, no gold_

_Nothing satisfies me but your soul_

_Oh, Death_

_Well my name is Death, none can excel_

_I'll open the door to heaven or hell_

From what she gathered as she passed Carley and Christa, Clementine knew them to be talking about technology. Apparently Christa wasn't so savvy either, and openly complained about the multitude of options on her old cell phone that she didn't know what to do with.

"Well at least there's no double A batteries with cell phones," Carley remarked thankfully, spiraling into the famous tale at the drugstore as Clementine smiled at her. The women talked to her for a short while, but Clementine urged to see Lee and she quickly made her departure. She liked how friendly Christa and Carley were being: but she thought faintly of long that was going to last before something went wrong. That thought-process was involuntary.

She found Kenny and Lee in silence: Kenny staring out at the tracks while Lee relaxed nearby on the floor resting.

"Hey, sweet pea," Lee said, breaking off into a yawn as he got to his feet and stretched he muscles in his arms. She smiled up at him as Kenny gave her a once-over.

"What are you doing up here?"

"Wondering what you're doing up here." she replied and he laughed shortly before bringing her inside from the doorway.

"It isn't much fun, how's everyone doing?"

"You got the girl on patrol?" Kenny asked oddly, leaning back in his chair as Lee propped Clementine up on top of the machinery next to him. Lee gave him a look to which Kenny raised his hands in innocence.

"Hey, not saying it's a bad idea! In fact, it's smart. She's only a little girl, they'll open up to her and she can spot the crazy before it becomes _bat-shit_ crazy." Kenny laughed at himself and appraised Clementine. She blushed.

"Sounds like a detective." she said in a small voice, looking at Lee now.

He didn't look so amused, "Clem, you don't have to think of yourself like that. Those people aren't crazy." he added especially for Kenny.

"Not yet."

"Ken-"

"What? We didn't think Lilly was crazy and look how loco she turned out." Kenny saw the look on Clementine's face and cleared his throat, exchanging a level look of acknowledgment from Lee.

"But...I will say that these people do not seem entirely useless."

Lee sighed, at least that was better.

"Christa and Carley look like friends." Clementine added brightly, nudging Lee to gaze out the cab window. His eyes lingered on Carley who was speaking and seemingly whatever she was saying made Christa burst out laughing. He was surprised, perhaps he had imagined the tenseness between them earlier.

"Yeah, yeah they do. That's good, and Omid seems like a nice guy." Lee nodded his agreement and smiled at Clementine. She grinned back, he tapped her hat and laughed as it fell over her eyes.

"Hey!" she exclaimed, fixing it while Lee dodged a well aimed kick. Kenny observed them with detached sadness and almost fell into silence.

"A hell of a lot nicer than that hobo." Kenny spoke up, interrupting Lee from giving Clementine a well-intentioned poke in the ribs.

"Chuck is..." Lee attempted to frame an accurate description of the older man. What exactly _was_ Chuck? His temper flared when he remembered what he had said to Clementine.

"Not trust-worthy." Kenny finished for him confidently.

"I think he is," Clementine argued, feeling less tired now with Lee by her side, "He's quiet, but he hasn't lied to us about anything. And he hasn't tried to eat us, so that makes him better than other stranger's we've met. Plus he plays the guitar pretty good."

Kenny, evidently, was surprised that she would say such a thing. His laughter was somewhat hesitant on it's way out and he looked at her with raised eyebrows.

"Well we really can't be sure about any of these people, not yet anyways." Lee corrected her and she nodded her understanding.

"Oh my, that fucking guitar. I swear if I hear Johnny Cash strum that thing one more time, I'm going to fling it from the goddamn train."

Clementine looked troubled, "Swear."

Kenny looked confused before getting up and declaring how he was about to have fun trying to take a leek. When he left, Clementine hopped in his chair and giggled as she spun it around.

"Be careful you won't get sick." Lee said warmly, she stopped like a pro and blinked away momentary unbalance.

"Do you still have that drawing I gave you?" she asked, her eyes finding his breast pocket. Smiling, Lee took out the piece of paper that he had folded neatly and spread it out as best he could. The four-leaf clover brought her a silly peace.

"I said I'd have it always." he reminded her, putting it back next to his heart.

"I know, I just wanted to make sure that you were still lucky."

"I've still got you, don't I?"

"Yeah."

Lee would not have looked so pleased if he knew just how much longer he would have her.

* * *

Night fell upon them, it was just as quiet as the previous one. Lee and Clementine stayed in the cab (Lee insisted Kenny get some sleep) while everyone else piled into the train-car. Carley had joined him in the middle of the night, and the brief touches they shared had to be concealed quietly in the dark as Clementine was balled up in the corner with Chuck's blanket again. Carley told him what she thought about the new people and that they could be trusted, Lee believed her but reserved his judgment due to his urge to take her in his arms. Their relationship was excelling, that much was obvious.

Lee had snuck a few minutes of sleep here and there, but remained alert. It found that it was worth it when the tops of buildings came into view. Savannah at last. The expanse of the city crept it's way through dwindling layers of forest and he strained his eyes to focus in on the fences and overall abandonment of the landscape before the actual city itself. He took that as a good sign; fortified by the breath-taking shift into morning that painted the sky pink with cloud-cover.

Wanting to share his view, he looked over at Clementine who was still fast asleep. His eyes befell a hint of a page poking out from her back-pack and curiously, he ventured over quietly to take a look. He smiled as he crouched down and mindlessly covered her exposed arm with the edge of the blanket. Reaching inside her open pack, Lee carefully brought out the page and he cherished what he saw.

It was Carley, Clementine and himself all holding hands with broad grins on their faces. Lee was touched and felt his love for Clementine pulsate like a heart-beat. They were a team, a family, a _bond_. Lee barely heard the door creak open behind him, he snuck a look to see that it was Kenny, who seemed in much better spirits than what he would have been after another sleepless night. Quickly, Lee put back the drawing and stood.

"Next stop, the Atlantic." Kenny said, taking a gander at the approaching destination. Lee paused, remembering how he hadn't told Kenny about him and Clementine's plan to look for her parents. He told Carley about it last night and she was with him fully. He hadn't expected any less: they saw eye-to-eye about what was right for Clementine.

"Look, I forgot to tell you about Clementine's parents-"

"Fuck, thought they were dead."

Lee tensed at the volume of his voice, "They could be. The point is, we're going looking for them. It's me and Clem's plan. If they're alive, it's here in Savannah."

Kenny narrowed his eyes, "That's not the plan. I thought you agreed with me about the boat."

"I did. I still do, but I'm doing this for her, man."

Both men felt old sparks.

"I'm not putting these people in danger for nothing. You know as well as I do that those people are _gone_." Kenny breathed, his face angry as he lowered his voice now. Lee face was expressionless, knowing the upcoming drama that would tear at them once again.

"Maybe it's best if we-"

Lee was cut off by a sudden, erratic buzz of static radiating from Clementine's back-pack. They both exchanged a look before Lee curiously retrieved the radio. Wasn't it completely broken? That's what they had all thought and _that's what Clementine had told him_. It was a sentiment. Clementine's mouth twitched but she didn't awake from her slumber, she was out cold.

Radio in hand, Lee turned towards Kenny as there was a break in the buzz.

"Cl...tine..." it was a voice: incoherent, but still audible. A goddamn _voice_. What did that mean? What-

"The fuck?" Kenny muttered.

"I don't know." Lee shook his head.

"I can't wait till you get to Savannah, Clementine. I've got your parents right here! And, you be sure to find me, whether Lee want's you to or not. Now, what I need-"

There was no reason for the animal to growl from it's cage, but upon hearing that voice: so insisting and false and _friendly_...an unexplained swell of anger surmounted inside Lee's body. Questions addled his brain but all was summarized with his next words.

"Holy shit..."

"I thought that fucking thing was broken."

Lee looked at Kenny with his surprise evident on his face.

"So did I...who the fuck was that?! If he's convinced Clementine that he has her parents."

"Well, he has in her the palm of his hand," Kenny looked over at her for a moment, what secrets had she been keeping?

"You might want to rethink your plan."

Kenny was right about one thing: there was a lot that needed to be taken into consideration.

_Oh, Death, oh, Death_

_My name is Death and the end is near..._

**Song: Oh Death- Jen Titus (shout-out to Supernatural fans!) It's a creepy song that I've picked to go along with a very creepy conclusion to episode 3. And to clever Harry Potter fans...did you catch a reference hidden in there?**

**Well, hello there! Should I run and hide? We're good? Ok, good.**

**Here's your long awaited update. You know I'm sorry, guys, I really am.**

**How will Lee take Clementine keeping the stranger a secret? What do you think of the friendship (?) forming between Carley and Christa? I would love to hear all your thoughts/concerns in the reviews. :)**

**Yes, I am keeping the pregnancy plot and that conversation between Christa and Omid is coming up. There I will explain my thought-process as to how they are going to deal with it. Yikes, it's a pretty touchy thing too. **

**Thank-you for the response to my tumblr as well. (lee–everetts)**


	18. For Whom The Bell Tolls

_This will never end_

_'Cause I want more_

_More, give me more_

_Give me more_

He was fairly certain silence had become part of him. Like a living thing, it encased the space around him: a force of quiet and loneliness and something he had gotten used to. Silence was all he had and all he heard as he crept along a dark and carpeted hallway. His footfalls were muffled, mud encrusted boots made dull plunking sounds as they descended. Along the walls were acrylic and tacky paintings that hung askew: dull representatives of the Georgia landscape he had also grown used to that were bordered with pale wallpaper. The absence of light seemed to make everything glow in a mournful way, his vision narrowed as he made out the flashing neon at the end of the hallway 'EXIT'- the same dense staircase he had come from that lead into the hotel's back alley. The silence of the Marsh House left a ringing in his ears, a prickle of paranoia icing his spleen and a tingle of mystery along his arms. He had explored only briefly: leaving out the other floors that still held questions. He was only interested in one room; his room, and soon to be _their_ room. It was all very simple you see, it was all planned and perfected and practical. He was doing the practical thing, the right thing. It was what needed to be done. He had spent a lot of time planning and it almost seemed surreal to be actually progressing, the possibilities of the future tasted sweet upon his tongue as he pressed it against the inside of his cheek.

Catching himself, he smirked at the sudden jolt of excitement that had risen. Thinking absentmindedly, he grazed the radio that was snug on his waist almost fondly with long, pale fingers. She was his: his to cherish and protect, shield and maintain. The delight that swept into his features might have made him look handsome had it reached his eyes: orbs of molten bronze that burned with purpose but left no trace of being.

Clementine. Just her name was enough to fill his head with the sound of her timid, tiny voice. She sounded so much like Lizzy: warm, open, and it was enough to break his heart into a million pieces each time they connected over the radio. It was by chance that they had found each other, and he learned later on how lucky he was. Oh how she had wanted him to find her: to join her group, to be safer within their number, for everyone to be together. He was tempted, there was nothing left for him and a group at least held some promise but after further exploration, and after he discovered who these people were...well, temptation turned to disgust. Curiosity was beaten into powerless, overwhelming rage. But, his mind had slowed to a standstill and everything became clear. This girl, Clementine, she was his salvation- his gateway out of the vengeance that tormented his very soul with whispers and images of the world he had lost because of _them_. With her, surrounded by bad, he made it his mission to rescue her and envelop her with the good he could give her.

_"Did I do good, Daddy?"_

His movement stopped, everything took a pause as he strained his ears to listen to the light and beautiful ring of his Lizzy. It was as if she was there, in the dark hallway, emitting the same grey glow everything else seemed to be. Her long, curly hair fell over her thin shoulders in chocolate waves, framing her innocent and oval face like a china doll. And he would reach out, longingly, dizzily, to smooth his hand over her porcelain cheek and smile at large eyes that stared at him with excitement. He remembered that afternoon by the river and how he was teaching his Lizzy how to fish. He could feel the intense summer sun on his back as he bent over to hook her line with tackle and how she had giggled when he suggested using a worm instead. "Did I do good, Daddy? Did I?", she had beamed after casting her rod out. Her laugh, he was convinced, was what angels sang like.

They were all angels, his to love and protect. The bliss that he felt slipped into his stomach and churned into a suffocating ache, wisps of that day evaporated into smoke- like every other day and every other memory had already done a million times over. Reality hit him like a tidal wave and he blinked his eyes. There was no voice, porcelain had cracked into the already tiny pieces that was his heart. He lifted his gaze to feel the dark hallway around him once again. Almost in a dull trance now, he continued towards the window.

He stepped into a fraction of grey light that was enough for him to squint his eyes at. Instinctively, he first looked downwards to observe the dead lulling around the entrance of the hotel and felt disappointed: the back alleys were harder to navigate through but he wasn't going to risk being spotted. The couple days he had been in Savannah had been enough for him to learn his way around. The man was very clever and used his cleverness to avoid a full-on swarm of danger. He was confident he could slither his way around even the trickiest corners of the city and still preserve his sense of direction. Besides, he needed to be prepared for when she would arrive.

The early morning sun was quickly being shrouded by clouds and a heavy mist swirled on the surface of the murky, harbor waters. He saw his reflection: gaunt and pale but watchful. A fringe of dark, crimson and brown hair fell over his forehead and he smoothed it back as his eyes danced among the streets. The beige of his jacket's collar flashed as he shifted to press his face closer to the glass, illuminating a thin but strong neck. His build was tall and average and slightly hunched. There was nothing about this man to suggest non-average things...other than his eyes that were rimmed with tiredness and bitterness. They were angry eyes that suddenly caught and fixated upon a puff of smoke in the distance. It was hardly noticeable due to the tops of buildings but it was what he had been waiting for and his smirk stretched into a terrible grin.

His train had finally arrived.

_If I had a heart I could love you_

_If I had a voice I would sing_

_After the night when I wake up_

_I'll see what tomorrow brings_

It was established that Kenny would go rouse the others and that left Lee to his troubled, concerned thoughts. Clementine keeping secrets from him was both shocking and worrying. He couldn't imagine anything she wouldn't tell him or trust him with. Lee felt almost sick as he lowered himself into the spindly chair and drew a hand over his mouth- the radio lay in his lap. All the times he had seen her with the radio flashed in his mind, had she been talking to this stranger then? Or was he a stranger at all? The thought of this man actually having her parents was too good to be true. You always had to doubt things, and Lee was certainly doubting what this man had to say to an eight-year-old child who missed her parents.

The expression on his face was turning into one of confusion but he grew alert when he saw her stir. Clementine yawned as she emerged from the floor, blinking a few times as she pushed the blanket off of her. As soon as they locked gazes, the smile warming her features abruptly fell away as she saw the radio in his lap. Her eyes grew wide and doe-like as she stood.

"Did-" she began nervously.

"Why did you keep this from me?" he cut her off with a frown, she was relieved to see no anger in his eyes and it took her a second to see that he was hurt. Waves of guilt washed over her. This was what she had wanted to avoid and why it had always gnawed at her. The last thing she ever wanted was for Lee to feel betrayed.

"I-I, you heard him?" she asked curiously, but was thankful to have disproved the theory that she was crazy. He looked at her levelly.

"Yes." he replied, almost without any emotion at all. He just stared at her, blankly and carefully and it made her stomach hurt. Clementine gulped, knowing what he was waiting for, it took her a few moments to gather her wits and muster some courage.

Please don't hate me, she begged mentally and childishly.

She inhaled deeply, willing herself to not look away from his troubling gaze. Half of her was expecting for him to yell and scold her, tell her how wrong she was...this was worse. The waiting and lack of response was a million times worse.

"I'm sorry," she said finally, feeling so small, "I wanted to tell you, I really did but he...he said it was important that I kept it a secret. He said no one would understand, that they wouldn't believe me. I didn't think-"

"That's right, Clem," Lee spoke, and she fully realized how deep his voice was and how easily it took shift into a menacing growl, "You didn't think."

He stared at her so intensely, she could no longer look at him. Her cheeks burned.

"You told us the radio was broken." Lee stated, it wasn't a question and he said it in a quiet voice as he examined it, running his fingers over the flower sticker Clementine had placed there back at the motor-inn.

"I thought it was!" she exclaimed, "I tried it one day and..."

Lee looked at her carefully, "And?"

Clementine was quiet and suddenly felt frustrated, "And found him...he was really nice and friendly. He was all alone in the woods at a campsite and he said his supplies were stolen...I told him the car and food we had just found-"

"Clementine," Lee sighed, rising from the chair with the walkie talkie in his hand. She noted that the other one was clenched hard, she was never entirely afraid of Lee but she took a step back now at the look on his face.

"Haven't you learned to be careful? You can't trust a complete stranger like that, remember how we trusted the St. Johns? Look how that turned out. He could have...wait, how much did you tell him?" his pitch rose considerably.

"I-I told him where we were, he seemed okay, I didn't want him to be alone. I knew that he was scared. I just wanted us all to be safe together." her voice was thin and quiet and he remembered how she had been alone in that tree-house. Lee's mouth fell open in anger and shock. He thought he had taught her better than that, to openly trust some random person, this wasn't his Clementine. No, he thought, this was an eight-year-old girl whose optimism blinded her. He pinched the bridge of his nose, sighing in an effort to calm himself.

"I know you thought you were doing the right thing, I'm not mad at you-"

"You're not?"

"No, Clem, I understand. But you need to understand how I feel. This man could have been dangerous." Lee said in a level voice. Her eyes narrowed as if she smelt something suspicious, Lee made it all sound silly now and the guilt worsened in her belly.

"I don't know if he is dangerous, talking to him made me feel better...like we weren't the only people in the world. He had a daughter my age and he said I reminded him of her. I told him about my parents, and he said he was going to Savannah to look for his wife. He said he would look for them too." Clementine didn't realize she was crying until she felt Lee bent down in front of her, the tears slowly slid down her cheeks. She wasn't sad, she was frustrated at herself.

"Hey, now, I know you just want to find your parents. We have a plan remember?"

He waited until she nodded faintly.

"But you can't believe anything this man has to say. People now, they'll say whatever it takes to get what they want. You told him about our food, he could want that for himself. He could want anything."

"He said he would look for my parents!" Clementine argued hopelessly. That was the important part, the only part that mattered. When he mentioned that, he had her completely and blindly.

"We will look for your parents. This man might not even be in Savannah."

"But he said his wife was there and he was going to find her and he would find my parents too and-"

"Hey," Lee soothed her, seeing that she was getting more upset than what it was worth. He knew what she wanted, her heart was too golden to let anything seem like deception. She was young, a child, he had to remember that.

I've got your parents right here...the words gave him chills. Lee made the decision then not to tell her what he had heard on the radio. This man, whoever and whatever he was, would not fill her head with whatever he had to say. If they were lies, which he was sure they were, it would break her heart to find out the truth. Ignorance is bliss after all.

Did it say something of him not to tell her? Did it make him the bad one to shut down the idea of trusting this stranger? Maybe he was too protective or hard-headed, but he wouldn't let Clementine be exposed to this man who was too much of a variable in their already complicated situation.

She blinked at him, "What did he say to you anyways?"

"Oh, he, ah, asked where you were. I didn't reply, I was too surprised to."

Clementine sensed something was off but fell back into muted silence. Lee rubbed her arm.

"You can talk to him, he's asked about you before."

His eyes flicked to hers instantly, "Has he?"

"Yes, he-"

Kenny decided to pick the worst moment to show up.

"Doesn't that look beautiful?!" he exclaimed, smiling as he looked out at the approaching city. They were closer now and could see the streets from a short distance on the tracks. It had gotten more cloudy but pink hazes peeped through and tops of buildings shined. Carley and Ben followed in behind him, various expressions of interest in their faces. Lee stood from Clementine, his hand still lingering on her arm as he did so. She probed his face to monitor any more traces of discomfort and was relieved to see that the most he looked was tired.

"Well, it's a step up from Macon." Carley observed, the small town had nothing on this city that resembled Atlanta. She recalled the bustle of the cities she had lived in all her life and could practically smell the old stench of gas, street vendors and people.

"How are we ever going to find a boat in that?" Ben ventured aloud, Kenny gave him a look.

"Well, Sherlock, we're not going to search closets. Thanks to Lee and that map, I know exactly where the harbor is." Kenny explained, they all turned to Lee and Clementine who was still shaken. Instantly, Carley looked concerned but followed the look Lee gave her with keen interest.

Not now

"If there's a boat, it'll be there."

"If." Ben repeated to himself, but Kenny heard it.

"Ever the optimist." he snapped irritatingly.

"Sorry."

"Kenny, stop the train. We've come close enough." Lee interrupted, eyeing the distance to the nearest set of houses warily. He didn't know what awaited them in the streets and wanted to be as far away from it as possible.

"Aye, aye." Kenny nodded, and soon the train lurched once again as it came to a screeching halt. They all waited a few moments as if expecting a horde to pour out of nowhere. When nothing came, Carley felt it was time to break the silence.

"So, we're good to go? Omid's leg is still in pretty bad shape." she said with a frown.

"Him and Christa can babysit the train and we'll sail off into the sunset." Kenny replied dryly.

"He'll make it, and who knows- this city could still be standing, we might find doctors, other survivors..."Lee trailed off in thought as Clementine looked up at him with her eyebrows tensed together.

_My parents_, she thought.

Ben saw Savannah and felt the quiet crawl into his bones like the fear he had become accustomed to. The finality of the city came to him in a shiver, he was suddenly sure they would find nothing but misery and the terror he felt was nothing new to him.

Or it could be like every other place, dead, he thought and he suddenly had the urge to look at Carley who was exchanging an intense stare with Lee.

Maybe we'll find a boat, or maybe we'll find our graves.

And for the most part, his thoughts were both true because he knew in his heart that they wouldn't all make it out of that city.

No one questioned the frown on his face.

* * *

"If only crutches were an option." Omid sighing longingly as Christa helped him from the train. The group were all milled around the train-car: gathering their supplies and loading their weapons with serious looks on their faces. Ben stood on patrol, eyeing the houses that stood across the grassy field separating tracks from concrete.

"I know, hun, I'll be your crutch." Christa winked at her boyfriend who wiggled his eyebrows teasingly.

"Now's not the time for roleplay, kids, make sure your gun isn't jammed." Kenny scorned, clicking his shot-gun in place just to prove his point. Christa gave him a look.

"Hopefully we won't have to use it." Carley added worryingly, Lee placed his hand on the small of her back and rubbed comfortingly.

"We'll be fine." he replied in a low voice, such words came at an instinct- even though he wasn't sure they were true. She gave him a small smile as he passed her towards Clementine.

"You don't know that." Christa scoffed under her breath, Omid hushed her quietly.

"Clem," Lee bent down next to her as the rest of the group milled around Kenny's map as he explained the plan. She looked at with wide eyes, eyeing the rest of the groups weaponry with a slightly heavy heart. It felt odd now to not have a gun, she felt like she was required to be armed now that she had proved she could use one.

"I know, stay close to you." she finished for him, with an old glimmer in her eyes that caused a warm but small smile on his lips.

"Ok, we good to go? Lee and I will take the head. Carley and Ben, you take the rear," Kenny obviously took some joy out of directing, the natural leader in him shone as he rolled up the map and stuffed it in his back-pocket with a firm glare on his face. Clementine followed closely behind Lee as he fell into pace with Kenny through the knee-high grass of the field. Chuck, Christa and Omid followed somewhat awkwardly, Christa's face a dull shade of green as she helped Omid along. Chuck had his guitar strapped on his back and was humming a deep tune, more excited than he should to be back in the city, the shovel in his hand swung faintly along with the rhythm.

"What do you think about all this?" Carley turned to see that the words came from a nervous looking Ben alongside her, they were the last two to depart from the train-due to Carley un-jamming her hand-gun. It took her a moment to reply, she was busy carefully eyeing the area for any missed surprises.

"Oh, uh, what do you mean? There isn't much to think about. In fact, it's best not to think at all at a time like this. Our senses need to be on high-alert." Carley responded knowingly, as if voluntarily sharpening her ears and eyes like a hawk's.

Grass obscured with the falling temperature made a bristling sound as they walked, she wondered if they would miss hearing a nearby groan of another horde or a muffled scream...she shook herself out of her own paranoia, finding reassurance in the image of Clementine and Lee up ahead. Again, she wondered what had happened earlier this morning, something told her that Lee had something important to confide. She only hoped that they would stop someplace safe to have that discussion. A feeling of lost time gnawed at her. Maybe it was the fact that they were arriving at a completely new territory, but Carley felt like the sand from their metaphorical hour-glass was running out. She blamed it on being around Ben so much. The boy's doubt was penetrating.

"I mean, the city. You know, all of this boat business. I have a bad feeling about this." Ben answered more quietly, suddenly aware of the buildings he could make out in the distance.

Carley frowned, "We all do, when can we feel one hundred percent good about anything now?," she chuckled, "But, c'est la vie. We roll with the punches, follow the plan."

She didn't even realize there had been bitterness in her tone until Ben looked at her strangely.

"You sounded like Lilly then." he commented, not thinking about his words until after he said them, "I mean, um, I'm sorry. I didn't-"

She waved him off, "It's fine. You know, I think that we could have been friends...besides the fact that she tried to kill me."

Ben was silent then and Carley had to look to see if something was wrong. Traces of sickness tugged at the corners of his lips. Eyes downcast, he rubbed the back of his neck.

_There's something he's not telling me,_ she thought with conviction.

She questioned him with a raised eyebrow.

"It's crazy how so much has happened in so little time. I'm sorry about Lilly, I really am." he replied with unnecessary angst.

"It's alright Ben, it's not like it's your fault she decided to take a dive off the deep end."

He was silent again.

* * *

Chuck let out a low whistle at the sight of the abandoned street. It was the very image of a ghost-town: a slight breeze chilled their bones as the survivors surveyed the emptiness of run-down houses, crashed cars, and littered pavement. It was like the city had run-over itself. An assortment of objects lay around by beaten-up doors and in contrast, some houses looked untouched. The group had the pleasure of observing the aftermath of chaos and displeasure rotted in their stomachs. No movement was seen from any corner and slowly, the group picked up pace. Kenny had to correct himself once at the corner of Miller and Rush, but kept a steady directional compass.

Clementine was reminded of school field-trips to see museums and grand movie theaters, and how Mrs. Moore had flocked all her class together walking down the sidewalk. She remembered looking around in wonder at the foreign buildings and sights that were new to her and smiled to herself as they all did the same now. Except these were more grim circumstances. Her eyes befell the walkie on Lee's hip and the smile left her altogether. She swallowed hard, the stranger whom she thought was a friend left only a trail of doubt now in her mind. Lee's word was practically scripture and the fact that he had chided her over what she had done resonated with her even more. Caution. Hope. Trust. How many lessons did he have to teach her before she got it? Feeling another wave of shame, Clementine bit her bottom lip before selfishly reaching out for his hand.

He looked down at her to see an apologetic frown on her face. In response, he gave her hand a gentle squeeze that she returned. Lee went over the plan in his head, the closer they got to the Marsh House, he would have to tell Kenny where he, Clementine and Carley were going. The man wouldn't like it, but they would meet up at the harbor where hopefully, a boat would be waiting to sail them safely off. He knew it was a long stretch, as long as a foot-ball field even, but he had to try and the reason why was holding his hand. There would never be a time when he would let Clementine down, and the look on her face when she saw her parents again would make everything worth it. He was sure.

"How many more blocks do you think, Kenny?" Lee said in a low voice, Kenny turned back and shrugged his shoulders.

"We're not into the city yet, it'll be a few more until we're on main street which will lead us into the heart of Savannah." he replied helpfully.

"Heart of Savannah?" Christa echoed worriedly. "I don't like the way that sounds."

"Yeah and I don't like how _he_ sounds." Kenny snapped, nudging at Omid who was inhaling sharply and exhaling with a hiss with each step he took. Christa glared.

"We need to rest, he needs a break." she insisted as they descended a small hill. Omid shook his head.

"No, no, I don't want to slow us down. I'm fine." he said hastily, his pitch rose innocently. Christa opened her mouth to protest.

"See? He's fine." Kenny smirked, giving Lee a look that he did not return.

"Everybody, relax. We can't be having a heated discussion right now. Omid," Lee turned to him, "Do you need to stop? There's no shame in a few minutes rest."

Omid eyed Kenny warily before giving a nod of reluctance.

"I'm sorry, but my leg is on fire." he replied guiltily. Christa helped him onto a set of steps nearby in front of an apartment complex. The rest of the group milled around, indifferent while Kenny huffed annoyingly but thankfully, did not say a word.

"Do we have any water?" Christa asked softly, looking at Ben and Carley who had the back-packs on their backs.

"Sure," Carley replied, taking out her own bottle and handing it over to Christa with a friendly smile.

"Thanks."

"Not a problem, hopefully it'll extinguish the fire." she winked.

Kenny watched as Chuck branched away from the group and walked curiously over towards a car across the street.

"Careful, Gramps, that shovel won't protect you if someone decides to play peek-a-boo." Kenny teased, Chuck looked back at him and catching something in the distance, he raised his eyebrows.

"Don't worry about me, son, I'd worry about that." he pointed calmly, Kenny spun around so fast he almost lost balance. Coming slowly down the street was a walker, it was easy to see that it didn't see them but Kenny's eyes bulged in panic.

"What is it, Ken?" Lee noticed the look on his face with surmounting fear as he followed his gaze.

"A horde?" Christa questioned, heart beginning to race as she handed Carley back her water.

"No, no, it's alright; just a roamer." Kenny answered her, sprinting over to the corner of the complex to get a closer look.

"Roamer?"Ben blinked.

"Just one, a loner." Carley quickly explained, remembering the lingo of the original group wasn't universal.

Chuck was searching through the car across the street like he didn't have a care in the world, which pissed Kenny off to no end.

"What the fuck do you think you're doing? Get over here before it sees you!" he whispered savagely but loud enough, Chuck paused to look at the walker and stood as still as the earth seemed to in that moment. Whatever it was, shambled down the nearest street- slowly leaving them in the clear.

"It's all good." Chuck gave them a thumbs-up and a dim smile as he ended his search of the vehicle.

"What the fuck?" Kenny looked at Lee to understand the insanity of the older man. Lee just shrugged.

"You're going to get us all killed, old man." Kenny scolded as Chuck re-joined them.

"Evidently not yet." he replied dryly, "I just think we should make the best of what we can find. You never know what could be stashed around here. It's a ghost town."

"That doesn't exactly imply that we'll find anything useful." Christa quipped in pointedly, her head bent as she carefully examined Omid's knee.

"This city has been empty for a long time." Carley added in a low voice, "Whatever's been here, is long gone."

"I'm sure we'll find some company if we try hard enough," Kenny muttered darkly, thinking of the roamer, "Next time you want to make friends, make sure it doesn't endanger the rest of us." he nudged Chuck with his shoulder as he passed to make his rounds. Chuck watched him go with narrowed eyes.

"That one's nerves are as bad as a cat at a diving contest." Chuck commented lowly to Lee, getting an odd look in return. Lee understood that caution needed to be taken, they all needed constant vigilance, no matter how cheesy that seemed. In fact, he was miffed that Chuck would expose himself so easily, even if it was just one walker to be dealt with- the danger remained.

Clementine giggled quietly at the comparison, picturing Chuck in a bathing suit aiming off a diving-board surrounded by fluffy and increasingly obese felines. Sometimes her imagination ran wild.

"He has a reason for bad nerves, hell, we all do." Lee didn't mean to sound so much like he was defending Kenny rather than simply stating common sense. Chuck shrugged, already past it, and took some relief from the steps that Omid was on.

"...I'm hoping it'll hold whatever's loose in there." Lee caught the end of a conversation between Carley, Christa and a nervous looking Omid as he joined them in a crouch. Christa tied her cloth around Omid's knee tightly again.

"What's up?" Lee asked worriedly, frowning. Carley placed a hand on his knee, "Omid's condition has reached a standstill I think." she replied with a small smile. Christa eyed her action briefly and her eyebrows raised in slight confusion, but, she didn't question it. It wasn't her place anyways. The relationship between Lee and Carley was something she had pegged from the moment she met them.

"More like a screeching, brakes-to-the-floor, kind of halt," Omid corrected with a groan as he sat up on his hands, "In fact, scratch that, still screeching."

"This is ridiculous, how much farther have we got to go? Because I'm thinking we hit one of these abandoned houses and dig in until Omid's leg heals." Christa said in a heated tone, gesturing to the complex in front of them. Lee paused, that was an option but something Kenny would defiantly not go for and splitting up the group at this point was something he was going to avoid at all costs.

"And wait for what?" Carley countered calmly, "There's no medicine or doctors...like Chuck said, it's ghost town." Christa pursed her lips sourly.

"You don't know that, we've only just got here."

"I know that it's foolish to be in denial."

Christa paused as a tense moment passed. Lee rose, his hand on Carley's waist as she rose with him.

"Look," Lee intervened, "you're both right. We need help for Omid, but remember why we're here."

"Whatever." Christa scoffed, Omid gave an apologetic shrug for his girlfriend's attitude and Carley surveyed the look he gave her soon after. It was almost like he appreciated what she was doing for him, and all she would do for him, but it might be all for nothing. Carley admired the way they looked at one another: bonded, loving and beautifully. It was the look you see between two people that cements an unspeakable tie. Without explanation, you understand that these two people care for another so sincerely that it tugs on your heart-strings. She was reminded of how it was the same look Lee gave Clementine. His dedication to her made her own affections grow even more. Carley cared about them both, they were a team, a bond that she already knew was unbreakable. She thought about how lucky she was to have them in her life, and smiled. Lee looked at her then, she wouldn't be surprised if he heard her thoughts. The tension on his face faded and Carley's heart began to pump a little faster. The desire to bury herself into him was overwhelming, passion pulsed through her veins and flushed her face...but she didn't move. Strangely enough, she didn't need physical evidence of how she felt about Lee. All she needed was his presence: strong, warm, magnetic. All she craved was to observe him: the way his eyebrows furrowed in concentration, his cheekbones flashing as his mouth stilled into a firm line, and the way his eyes radiated brightly when he laughed, deep and echoing and glorious. What she carried for him was something so beautiful she knew that the world could never be able to change it. Golden and angelic, her face brightened. She wondered if he knew just how much he meant to her.

_Dangling feet from window frame_

_Will I ever reach the floor?_

_More, give me more, give me more_

"Ok, we all good and rested?" Kenny said as he re-joined them, looking less bitter than before. Lee guessed that the coast was clear. Ben sulked behind him, more quiet than usual. Lee thought about what he had told him earlier and felt a pang of worry for the young man. He would have to talk to him earlier. Ben was a kid, a backwards kid some of the time, but he had a good heart-Lee had a knack for spotting such things.

Omid nodded, eager to get going again, "Sorry for having to make you guys wait, blame the cripple." Christa helped him to his feet.

"Well, you look less like death warmed over now at least."

"I'm choosing to acknowledge that as a compliment."

"Wasn't trying to give you one."

"A guy can dream."

Kenny chuckled surprisingly and shared a smirk with Lee, Clementine took Carley's hand as they got ready to set out again. Omid insisted he was fine to walk by himself and limped slowly alongside Christa who lingered close by. No one spoke as they walked, the city was just as quiet. It was a paranoid silence pregnant with tension. The smallest spark would light an inferno, it was the kind of silence that left your nerves tingling and sweat to trail down the small of your back, despite the cool temperature. The faces of the buildings grew condensed as they made their way further into the city, Clementine noticed her walkie on Lee's hip with a paranoid sort of sadness. It was her lifeline to her parents after all.

"Can't I just hold it?" she asked timidly, Carley looked curiously- having no knowledge of the walkie-man. Lee sighed, avoiding Carley's eye deliberately.

"Not now, Clem, maybe later. I need you to focus ok?" he replied just as gently. The disappointment was obvious on her face.

"Ok...but we're getting real close to where my parents are, we might-"

"What's the deal with that anyways, Lee?" Kenny asked, reminded of his deviation from the original plan.

"Me, Carley and Clementine are making a side-stop to look for her parents." Lee answered. The rest of the group listened curiously.

"We shouldn't split up."Christa pipped in seriously.

"We got our plan, don't worry about it." Lee didn't mean to snap but anyone trying to convince him out of looking for Clementine's parents wasn't going to get the nicest reply. He was going to do this for her.

"The Marsh House, that's the name isn't it?"Carley questioned, uncertain. Clementine looked up at her and nodded.

"I don't like it, Lee..." Kenny sounded just as uneasy as he felt.

"You know I have to do this."

"I know you can take care of yourself, but-"

"I don't need a security detail," Carley interrupted, irritated that Kenny thought she needed protection. With her and Lee, Clementine would be safe. That much she was certain.

"I'm thinking of the girl." Kenny corrected her, Clementine frowned.

"I can protect myself, right Lee?" she said, her cheeks tinged pink with the thought of using a gun again. He reached back and flicked the front of her cap teasingly.

"Of course, Clem." Lee replied with a smile, but exchanged a look of understanding with Kenny.

"Alright, but we're not waiting forever for you..." Kenny's gut twisted at the thought of Lee, Clementine and Carley in danger. He cared far more than he let on: these people were all he had left and valuable members of the group. But Lee was, well, Lee. Kenny would be more surprised if he didn't come back. Taking a leaf from his friend, he abolished the negative thoughts circling in his head and focused on making it to the harbor.

"Kenny, how much further?" Christa asked, concerned despite Omid's lack of protesting.

"Not much, the river front is only a few blocks away."

"And there will be boats there?" Omid inquired, his voice hopeful.

Kenny shook his head, determination shining in his tired eyes.

"There's got to be. Have to be."

It was then that the group was reminded of the fact that everything relied on a boat being in the harbor. If not, what then? They had no clue. It went unsaid.

"Don't worry, Kenny knows what he's doing." Ben assured her, speaking for the first time since entering the city. Kenny got a weird feeling but nodded in thanks. He never put much thought to Ben, other than wondering his intelligence level.

Suddenly, a haunting sound filled the street. Everyone's heads snapped up to the bell tower across from them. It went unnoticed until now, panic flooded through them. They all froze.

"...maybe this city isn't so empty after all." Christa said in a low voice, looking at Carley as if to prove a point. Carley frowned, letting go of Clementine's hand to slide her gun into place- she raised it in warning, eyeing the flank of the street.

"Well it certainly won't be empty for much longer, Lee, we have to get out of here." Carley urged, the group spun around looking for walkers.

"Keep going," Kenny seemed less panicked than before, "No one's ringing that bell, it's on a timer."

"What bell goes off at twenty past the hour?" Omid exclaimed in exasperation. Kenny paused. There wasn't an answer for that one. Clementine's breath hitched in her throat. Lee was looking at the bell tower and gasped when he caught sight of a fleeting figure dash across and down over the roof.

"-the fuck?! Someone's up there!" Lee said wildly, but the figure was already gone.

"What? I don't see anyone." Ben narrowed his eyes but saw nothing.

"Hey! Hey, you up there!"

"Dammit Lee, keep quiet! You can't-" Christa began, but was cut off by a sudden buzz of static coming from Clementine's walkie. Clementine's eyes bulged as Lee took it in his hands.

"Not again..."Kenny groaned, copying Carley getting her gun ready now as the inevitable began to settle upon them. Walkers were coming, he could feel it.

"I thought it was broken." Carley noted, a blush crept up Lee's neck.

"Long stor-" he tried, but fell silent as the sinister voice spoke.

"Hello friends, I'd get out of the street if I were you. Now." then the line cut off, varied expressions of disbelief and confusion were seen on all their faces.

"Who the hell was that?" Chuck asked, deep and slow.

"How does he know us?" Christa exclaimed, angry with her hands on her hips.

"It was that fucker who ran the bell." Kenny said, Lee tried the walkie to no avail. Lee's face suddenly grew dark, his jaw clenched. Was the walkie-man the shadow?

"-or someone trying to fuck with us..?" Omid tried, swallowing hard. The group fell into silence as they waited for a horde to pour into the street at any second. The bell still rang overhead.

"Lee, we should go." Clementine urged him, pulling on the end of his shirt.

"Someone was trying to warn us, they could be close." Ben's voice began to shake. Lee didn't know he was glaring until Carley looked at him strangely.

"Ask not for whom the bell tolls..." Chuck's words caused Clementine to shiver.

"What are you yammerin' on about?" Kenny asked, following the man's eye to see a dozen walkers enter onto their street. There was a collective gasp. Instantly, the group switched into survival mode: Lee took Clementine behind him as Carley was quick to get by his side. Christa grabbed Omid and he was glad for the support now.

"It tolls for thee..."

"Everybody, RUN!" Lee cried, his words not needed. Kenny lead them up the street, Lee right behind him. Walkers emerged from the street ahead of them. They were running right into it.

"Fuck!" Kenny exclaimed, aiming to pop one to clear the way. The intersection of Jones Street was suddenly buzzing with walker activity. A group of walkers suddenly began to surround them. Heavy pings could be heard as Chuck yielded his shovel with a surprising amount of energy. Christa and Omid paused as Christa shot one with her gun, a good shot like Carley who was picking off a couple in the distance. Lee made sure Clementine was close to him before they took off after Kenny, walkers followed- their sound made Ben's head ache with terror.

Kenny was running so fast he was struck with surprise as his legs gave out under him, he hit the pavement of the side-walk so hard his vision momentarily blurred. The walker who had grabbed from underneath a crashed car squeezed the pant of his ankle so hard he called out in pain. His gun had fallen and lay a couple feet from him: teeth bared, Kenny tried to kick his way out of it before the trapped walker took a chunk out of his leg.

"Ken!" Lee took aim carefully, the gore of the walker sprayed Kenny's face- the sensation similar to a warm splash of water. Lee raced over to help him up.

"Little too close for comfort, don't you think?" Kenny grasped his shoulder in thanks, Lee was about to reply before he heard Clementine's scream.

Everything slowed in the moment, his heart thudded dimly in his ears as he saw both Ben and Clementine being backed up into a stone wall, almost surrounded. Identical looks of horror were on their faces, Clementine brought her hands up in front of her, like she was drawing herself into a shell. Lee's eyes widened: Carley was busy shooting her way out of walkers that circled her, Omid and Christa didn't even see what was happening. No one was there to protect her.

The sound that escaped him was inhuman.

"Clementine!" Lee screamed, Carley's eyes found him immediately and she cried out, "No!"

No one had ever heard Lee sound so terrified, including Kenny who was almost too shocked to move.

"Ben, SAVE HER!" Lee yelled. He had time to grab her and run through the quickly closing gap of freedom between the walkers. The boy had to do this now, he had to. This was the only thing Lee found himself praying for.

_Please, Ben, save her, please, oh God..._

Ben panicked: sheer, parasitic, inexcusable, but panic all the same. He could only see the rotten, monstrous, familiar faces of death coming closer and closer and...before he could think or even hear what Lee was saying, he blinked and he was suddenly running. His legs carried themselves.

"No, NO!" sounds un-slurred themselves, Ben saw that Lee was yelling at him, a savage expression on his face as bullets rang all around him. Kenny's rough hands were on him, pulling him out of the way. Ben looked back only then to see he had left Clementine for the walkers.

"Cle-" her name died in his throat, everything froze.

_Oh God, what have I done?!_

"Carley!" Lee screeched, and suddenly she was there- helping him pick off the walkers from closing in on her. He found his hands were much more shaky than usual. Chuck came out of nowhere, swinging his shovel into the head of one walker and grinding it into his stomach for effect. Clementine saw her chance and ducked, sprinting towards Lee with tears frozen in her eyes.

"Lee!" she ran into his arms. Lee held her so tightly she lost her breath, the relief he felt overwhelmed him and he felt the emotion making his eyes sting.

"Are you ok?" he asked, his voice groggy. Clementine nodded against his neck, "I was scared." she said, just low enough for him to hear.

"I know, honey, but you're ok now. I got you. You're ok." Lee soothed her, he couldn't think of Ben now. He didn't let himself. That he would have to leave till later, the main thing was getting Clementine to safety.

"Jesus Christ, Clem." Carley joined the hug briefly, her heart still pounding.

"I'm ok." Clementine assured her as the three of them rose, there was no time for conversation as more walkers found them. The similar race began again, the group quickly climbed over cars that blocked the street, crashed together. Lee hoped that would stall the walkers behind them, but more seemed to emerge up ahead from alleys. It was becoming overwhelming.

"This way!" Kenny called, veering into a small back-street that was shrouded by bushes and leaves that had grown through fences. Lee felt them whip and cut his face but he didn't stop, Omid stumbled up ahead and almost took a nose dive before Christa grabbed him.

"How much further?" Carley called, Ben shadowed her, his face growing green.

"River street is just up ahead!" Kenny replied as they entered another street, this one was peppered with walkers, "Fuck me, fuck me. God dammit!"

The group stopped, there was no way they were getting through that with the dwindling ammo they had left. He could smell the harbor, they were so close...

"Fuck!" Kenny breathed, hearing the walkers behind them scratching through the bushes. There was no escape, no break. Carley spun on her heels, spotting something promising.

"Here! Come on!" she ran ahead, the group followed her to the right as she led them to an iron-gate of a particularly private looking drive-way. She wrenched it open, ushering everyone inside and shutting it behind her. From a distance, she saw the walkers come from the gnarled back road that had left a scratch above her eye. They were not spotted.

"Go, go." Christa whispered fiercely as everyone scrambled up the driveway into the back-yard of a dapper, Victorian-designed house. They soon found out it wasn't a drive-way at all, but a private walkway that led to the street. The walk-way had tall brick walls and the entire premises was fortified by brick and iron fences, lush weeds had overgrown from once pristine garden beds and wrapped around the black, iron posts.

They were safe, for now.

Omid collapsed on the ground, Christa ran to him and gasped to see blood running down his leg.

"Dammit, you've opened up your wound, you're bleeding!" she exclaimed, her hands examining the damage.

"I'll make it, it's just some blood." Omid brushed her off, sitting up. Kenny was trying to pry the boards off the door of the house, the handle giving him no luck. In fact, every window was covered with boards. Whoever lived there had tried their best to keep anything out. Carley was keeping a watchful eye by the second gate they had come through, her expression deathly serious.

"Kenny, how's that door coming? We need to get inside." Lee asked, Clementine following him closely.

"I'm tryin, I'm tryin..."

"I think we're safe here for now." Chuck echoed Lee's thoughts, leaning against his gut-stained shovel as he dug it into the ground. Their earlier brush with death finally became real, Lee wiped the sweat from his forehead.

"-it's going to get infected!" Christa adjusted the tourniquet she had made earlier for Omid, his blood was smudged on her cheek.

"Hon, I'm ok." he sighed, taking her hands in his. Christa didn't know whether or not to smack him or kiss him.

"We have to get you better." she breathed, Omid brought her closer to him to lean his forehead against her own. She blanched to feel that it was much warmer. Was it happening? Was he...dying? She knew about the fever, then the fatigue, then the end. Tears pooled in her eyes, but she closed them all the same.

"I'll be ok." he answered her quietly, this moment was just between the two of them.

"You better be."

The tender moment was over just as quickly as it began. Christa looked like a force to be reckoned with.

"It won't be long until those things figure out where we went. You know they can smell blood." she pointed out, her voice higher than usual.

"I'll find us a way in." Lee reassured her, and soon enough the group fell silent once again. The most noticeable thing about the yard was the large shed, also locked. The once white paint had chipped and faded. Ben was practically hidden by the bushes as he tried to pry a low window's boards off. Clementine had joined Carley while Chuck seemed at peace by Kenny for once.

"Do you think they'll find us?" Clementine grasped the cold bars of the gate and peeked through at the shade of the walkway. Carley cautioned herself not to let her doubt show.

"I don't think so, they didn't see us come in here. We just need to be quiet." Carley draped a hand over Clementine's shoulder and brought her closer, "How are you feeling, sweetie?"

Clementine frowned, "I'm ok, just worried for Omid." she looked to see Christa still fussing over him, "how are we supposed to help him without a doctor?"

"Once we're inside, we'll find something to clean him up with. Every house usually has a first-aid kit, or we could make our own." she suggested, hoping that whatever medical supplies inside were not already used or taken.

"Yeah." Clementine seemed to draw some comfort from that answer and was glad. Carley was reminded of the voice on the radio and bent down to Clementine's level, tucking her gun in the back of her pants as she did so. Her eyes followed Lee lazily before returning to the little girl next to her.

"Clem, honey, who was that man on your walkie-talkie?" she asked quietly, seeing a crimson blush emerge on Clementine's cheeks.

"I found him on my radio when we were at the motor-inn, he seemed really nice and just wanted to talk to me. He's in Savannah now, looking for his wife and my parents."

"Your parents?" Carley blinked in confusion, Clementine nodded soberly.

"Yeah, he said he would look for them when he was looking for his wife. Lee thinks he's dangerous, but how can he be if he's helping me?" Clementine looked just as confused, he had warned them about the walkers...but was he the one who rang the bell?

"Clem, we're looking for your parents. That man, you don't know him...you can't trust him." Carley told her carefully, Clementine stared at her with innocent eyes. Carley felt fear and protection for her, but didn't know if this stranger was legit or not. She decided to trust Lee's instincts even if she couldn't trust her own.

"Promise me that you'll tell me or Lee if you see or hear anything suspicious ok?" Carley asked gently, Clementine nodded even though she thought it was a weird promise.

"Pinky promise?"

Clementine smiled as Carley interlocked their pinkies.

"Pinky promise." she agreed, knowing the sanctity of what she just did.

Overhead, there was a break in the clouds-taking on a brighter shade of grey. The morning had rolled into noon as the group gathered their senses in the comfort of the yard. After a short break of hydration, the group had nothing to do but wait until a determined looking Lee found a way inside the house. Carley kept watch at the gate, while Clementine flitted around to everyone, pausing to help Ben with the window.

Lee was surveying the questionable patch of earth near the empty dog house, a cross had been made clumsily and he wondered what lurked underneath, a family pet most likely. When he caught sight of Ben talking to Clementine with a sickly pitiful look on his face, the fury he had held off suddenly came back to him worse than before. Before he knew what he was doing he was taking long strides towards him, fists clenched.

Apparently the look on his face was terrible, Ben stumbled backwards into the bushes before Lee grabbed hold of his shoulders and smashed him into the boarded window.

"Lee!" Clementine squeaked, astonished. Kenny and Carley were the first ones over. Ben didn't squirm beneath his grip, the boy must have known whatever Lee was going to do to him, he deserved it.

"You son of a bitch." Lee seethed, seeing himself in Ben's wide eyes.

"Look, man, I'm sorry. I-I froze, I-" Ben stuttered, Lee felt Carley trying to pry him off.

"Stop, Lee. Ben was scared, he didn't think about what he was doing." she felt panicked, knowing that the man was capable of killing Ben for what he had done.

"He knew exactly what he was doing, he was leaving Clementine for the walkers!" Lee's grip tightened, he wondered if he could break the boards down with Ben's body. If he was thinking straight, he would agree with Carley. If it hadn't been Clementine's life on the line, he might have actually listened. But all he saw was _his_ little girl surrounded by walkers and the look of pure terror on her face. All he felt was how helpless he had been then, unable to protect her.

He said he would always protect her and he had broken that promise. It made him just as bad as Ben.

"I'm sorry! I didn't mean to, I swear. I was scared ok? I was scared to death." Ben was almost crying, ashamed and so sorry for what he had done. There wasn't a worse emotion than what he carried inside him for endangering Clementine. She was his only friend and that made it a million times worse.

"You're a coward." Kenny frowned, one-hundred-percent on Lee's side. Carley looked nearly in hysterics.

"Lee, let go of him." she was surprised at the anger he was showing, but was reminded of the same fury she had seen the night Lilly tried to kill her. There was a beast inside Lee Everett, it's what made him so strong.

_He's a killer_, she thought and felt guilty for thinking it. No, he wasn't. He was a survivor and cared about Clementine more than anything in the world. She could sympathize with that but her reflex to defend Ben was something she couldn't help.

"Everyone makes mistakes." Chuck said unhelpfully, uncomfortable with the situation since he had a liking for Ben and could practically feel the bruises the young man would have on his shoulders.

"She could have been torn apart, and you just ran away." Lee let go of him, and Ben inhaled as if the man had choked him. Carley wedged her way in between the two and pushed Lee back, her eyes ablaze.

"It was a mistake, Lee. You know about those don't you?" she spat heatedly. Lee tilted his head in caution for her not to be involved. But the look on her face was enough and he took a deep breath. Why was she defending him? The hurt he felt might have been betrayal.

"The kid almost killed Clementine." Kenny repeated, that was enough wasn't it?

Ben couldn't look away from the terrible look Lee was giving him. Fear hit him harder than a horde of walkers. He could feel the heat of his gaze bubble the blood racing through his veins. Not for the first time, Lee felt the animal snarl from it's cage.

"If you ever put her in danger again, it's not the walkers you'll have to worry about." he expressed darkly and clearly. Too shaken to respond, Ben swallowed. With that, Carley watched as Lee stalked off, colliding shoulders with Chuck accidentally. Almost proud, Kenny smirked and returned to the door. Clementine ran after Lee, speechless.

"He's right, I'm such an idiot. I-I-" Ben covered his face, "I'm so sorry, so sorry."

"Hey," Carley brought his hands down, "You were scared. We were all scared. Lee will forgive you, he'll understand."

Ben sought a million answers in her eyes, "He'll kill me. You know he will."

"No, Ben, he won't." Carley replied, knowing Lee well enough to know the depths he would go. But something gnawed at her, a tiny voice was telling her that Lee's savagery was something she was stupid to ignore.

"-Hey, I think I know how to open the door." Omid spoke up, purposely changing the subject to relieve the palpable tension. Kenny questioned him with a raise of an eyebrow.

"Well..?"

"The doggie-door, it's radio-controlled. The dog wears a collar with a chip in it so the door only opens when the dog gets close to it." Omid looked accomplished. Kenny scoffed.

"Well shit, every day's a school day. Where's the pooch?"

Lee wondered if his day could get any worse.

"I got it." he said, his tone still aggravated as he grabbed Chuck's shovel and walked towards the mound of loose earth by the dog house.

"Oh no." Clementine whimpered softly as she followed him.

"Hey, be careful. Digging up dead things isn't what it used to be, know what I mean?" Omid frowned, Christa gave him a queer look.

"When was it normal?" she inquired, Omid ignored her.

"Yeah, I hear you." Lee replied tiredly, digging in. Kenny and Clementine watched, soon joined by Carley. Ben had the sense to stay next to Chuck.

"What's buried down there?"Clementine asked, her face disgusted.

"Not a kinder surprise." Kenny muttered as Lee finished. Thankfully, it wasn't a very deep hole.

"Clem, you don't want to see that." Carley gently took her away.

"But I want to-"

"Do what she says, Clem." Lee said, avoiding eye contact with Carley who took Clementine to sit by Christa and Omid.

"God damn, that's Febrezze worthy." Kenny commented sarcastically at the putrid smell of decaying flesh coming from the dark grave. Lee ignored the clench of his stomach as he peered down to see the remains of a small dog. Thankfully, the collar still hung around it's neck.

"We're in luck at least." Lee replied shortly, bending down to reach for the collar. Clementine covered her eyes from where she was, but didn't block out the sound of flesh sliding off bone as the dogs neck came apart as Lee pulled off the collar.

Christa felt the urge to vomit even before Lee dug up the grave and relived herself now as the smell reached her.

"Oh, god." she groaned disgustingly. Omid reached for her, concerned. They both knew that it was a cause for such concern. Or, at least Omid was the one to acknowledge it.

"Are you ok? Clementine asked her worriedly. Christa wiped her mouth.

"I'm ok honey, it's just the smell."

"Are you sure it's not-" Omid began but she cut him off before he could say anything else.

"I said I'm fine." Christa answered him quickly, giving him a look not to continue his statement.

_I'm fine, I'm not...It's not going to happen_, she thought confidently. A night of fear, death, comfort and passion came back to her in a hot summer haze. Her chest constricted and she focused on Lee bringing the collar towards the door.

"Will we be inside soon?" Clementine asked, joining Lee and Kenny.

"I hope so." Lee replied.

"Good. It's getting cold out here."

He had barely noticed.

* * *

The collar had worked surprisingly well and with the help of Clementine, the group settled inside after a quick sweep of the house. It seemed luck was agreeing with them: there was enough furniture to lie on and beds still with their mattresses. Christa found a first-aid kit in the kitchen and used what she took to help Omid, no food was found but enough blankets to make themselves comfortable in the large living room complete with a fireplace, portraits and musty, emerald wallpaper. The house looked old but refined, questionable but safe.

It was agreed that they would rest there until they were sure the walkers had dispersed, Kenny couldn't object and disappeared with Ben as they explored upstairs. Lee for the first time that day, relaxed. Clementine was examining the book shelf and Chuck was asleep in the armchair, his guitar hanging out of his hand. After dividing some of their food, Carley took a hesitant seat beside Lee. Now was the time they needed to talk.

"Mind if we go outside for a second?" she asked quietly, Lee looked at Clementine before sighing.

"Sure."

Carley closed the door behind them as they stood outside. The clouds had gotten darker and she wasn't sure if rain would benefit them or not right now.

"Lee." she started, her voice laced with tension.

"I know, I know," he shrugged, pacing in front of her looking extremely exhausted. "But don't tell me you can understand why he would leave Clementine like that, don't make excuses for him."

"That's what you've been doing all along, you've always defended Ben to Lilly and to Kenny. You know he's just a kid and you know how shitty he feels for leaving her." she countered, hands on her hips as she took a strong position against him.

Lee sighed again, his breath hot. If she was going to make judgements about Ben, she should know everything. Lee knew it was childish of him, but the words tumbled from his mouth.

"There's only so much I can understand, Carley." he said lowly.

"What do you mean?"

"Lilly was right. Someone _was_ stealing from us."

Carley let him go on.

"Someone was giving the bandits supplies in exchange for the safety of his friend. And that someone almost got you _killed_ because they wanted to keep it a secret." Lee watched the calm look on her face turn sour, disappointment was evident in the way she frowned.

"Ben," she said, toneless, "I think I knew it was him, somehow." the suspicion of his withdrawal came back to her now and she shook her head.

"How did you know?" she asked quietly. Lee wasn't so angry now as he was concerned about the look of detachment on her face. He came towards her calmly.

"He told me himself on the train, he blames himself for Duck and Katjaa's deaths too."

"Of course he does," Carley sighed, aggravated. "Christ," she blinked away her emotion. She wasn't angry at Ben, she couldn't be.

"Why would you keep this from me? I mean, the man Clementine was talking to, when were you going to tell me about that? Is there anything else I should know, Lee?" Carley was angry with him, he wasn't the only one feeling traces of betrayal.

"I was going to, I was waiting for the right time." he replied, his voice not as cold. She glared at the ground, "You have such a good judgement of that."

"Look," Lee reached for her, his hands gently on her shoulders and she nearly flinched away, remembering how they had crushed Ben earlier. In contrast, the pressure she felt was oddly comforting. It was apologetic. Lee breathed out calmly, Carley's warmth brought the most reassurance he had felt that day. Words died in her throat and her protest on his wrists slackened as he rested his forehead against hers.

"Nothing can happen to you or Clementine. I...I don't know what I would do, it's not something I can accept. This isn't about Ben, if someone puts either of you in danger..."

It's the first time he was speechless and Carley cupped his face, sighing.

"There are some things you can't protect us from, Lee. Mistakes happen." she reminded him not unkindly. She made him think of the world and the death that lurked outside the walls he had so desperately tried to piece together.

"Not if I'm there."

She lightly kissed his lips before going inside, trying to suppress her thoughts.

What if he wasn't?

_Crushed and filled with all I found_

_Underneath and inside_

_Just to come around_

_More, give me more, give me more_

_If I had a voice, I would sing_

**Song: If I had a heart- Fever Ray**

**Here's the full chapter. Updates will be coming more frequently now! Please check out my new poll on my profile, it's great to hear from you guys so be sure to leave a review. We're almost at 700! Can we reach it before the next update? whoa. I know, I changed things up a bit with saving Chuck but I think I have to write this story impacted by Carley's presence. Like, this what would happen if she was alive you know what I mean?**

**But don't get the idea that it's going to have a fairy-tale ending. This is the Walking Dead after all. By the way, I'm glad you all like the idea of a sequel, it's something I am greatly considering.**


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